ARTICLE I - Name
The name of this organization shall be: INTERNATIONAL SOCIETY OF
AUTOMATION, CLEVELAND SECTION, a nonprofit corporation organized in the
state of Ohio hereinafter referred to as the SECTION.
The SECTION shall maintain affiliation with INTERNATIONAL SOCIETY OF
AUTOMATION, hereinafter referred to as the SOCIETY.
ARTICLE II -
The objectives of the SECTION shall be those of the SOCIETY: to
advance and to reinforce the arts and sciences related to the theory,
design, manufacture and use of instrumentation, computers and systems for
measurement, control and automation in the various sciences and technologies
for the benefit of mankind.
ARTICLE III -
The membership grades in the SECTION shall be the same as those of
Any individual member within the SOCIETY may be affiliated with the
SECTION. The SOCIETY will recognize only one voting affiliation at any time
for the purpose of administration.
ARTICLE IV -
Qualifications for Membership
Any person who is a member of the SOCIETY may become a voting member
of the SECTION upon request; a SOCIETY member may be a voting member of only
Any person interested in the objectives of the SOCIETY shall be
eligible for election to membership in any grade for which eligibility
requirements are fulfilled, in accordance with the conditions and procedures
specified in the SOCIETY Constitution and Bylaws.
ARTICLE V - Officers
and Executive Committee
The officers of the SECTION shall be:
The SECTION Executive Committee shall consist of the officers, the
immediate Past President, the SOCIETY Delegate, and the chairman of the
Standing Committees as provided in the Bylaws.
ARTICLE VI -
The Executive Committee of the SECTION shall control the general
policies of the SECTION through its powers to initiate changes in this
Constitution and Bylaws, to establish budget policies, and to review the
annual reports of the officers.
The determination of operating policies and control of the affairs,
property, and funds of the SECTION shall be vested in the Executive
Committee, except as may be otherwise provided by the Constitution and
The SECTION shall control and manage the affairs, property, and funds
of the SECTION.
ARTICLE VII - Society
The SECTION shall designate a SOCIETY member to act as its SOCIETY
Delegate at meetings of the Council of Society Delegates and shall specify
the term of office. The SECTION may designate a SOCIETY Member as an
Alternate Delegate as provided by this Constitution and Bylaws.
The SOCIETY Delegate shall have a voting power equal to the number of
SOCIETY members, except Student Members, in the SECTION the Delegate
represents; the count of SOCIETY members being the number authenticated by
the Executive Director as of the first day of the month preceding the month
in which the vote takes place.
ARTICLE VIII -
Amendment of the Constitution
Amendment of this Constitution may be proposed by a petition signed
by 10% or more members in the SECTION, excepting Student Members, or by a
resolution of the SECTION Executive Committee.
Within thirty days following the presentation of a petition to the
SECTION Executive Committee, or by resolution of that body to amend the
Constitution, the proposed amendment(s), with a statement of the reasons
therefore, shall be mailed by the Secretary to all members in the SECTION
eligible to vote. Adoption of the amendment shall be decided by a majority
of votes cast. The voting period shall be for thirty days following the
mailing of the proposed amendment(s), by the Secretary. The Secretary shall
inform the SECTION Executive Committee of the results of the vote within 45
days of the mailing.
ARTICLE IX -
Limitation of Section Activities
Notwithstanding any other provision of this Constitution, the SECTION
shall not conduct or carry on any activities not permitted to be conducted
or carried on by an organization exempt under Section 501 (c)(3) of the U.S.
Internal Revenue Code and its Regulations as they now exist or as they may
be amended. Equivalent regulations of the State of Ohio. shall apply to
Sections not covered by 501 (c)(3) of the U.S. Internal Revenue Code.
ARTICLE I - Membership
The requirements for SOCIETY membership and annual dues shall be
defined in the SOCIETY Bylaws Article I and XI for the grades of Honorary,
Fellow, Senior, Member, Student, Life Member and Life Fellow.
Any member of the SOCIETY having voting affiliation with another
SECTION shall be eligible to become affiliated with this SECTION, subject to
the regulations of the SECTION. Such additional affiliation shall carry no
voting power in matters coming before the SECTION. Any dues established by
the SECTION for such affiliation shall be invoiced by and paid to the
Any person who desires to become a member of the SECTION shall first
become a member of the SOCIETY and request to become associated with the
ARTICLE II - Section
The officers of the SECTION shall be elected by the voting members of
The officers shall be members in the SECTION, in good standing, and
for at least one year at any time prior to their election to office.
Term of Office
The Officers shall be elected annually and shall hold office for the
fiscal year, as defined in the SECTION Bylaws. Induction and installation of
officers shall be held at the time of the annual meeting of the SECTION, or
at a time so specified by the SECTION Executive Committee.
The President shall not succeed himself, except for an incomplete
term begun by his predecessor.
The commitment of the members of the SECTION Executive Committee
shall be for one year and shall terminate or be renewed at the conclusion of
the fiscal year.
If capable and willing, the President-Elect shall succeed the current
President at the end of the current President’s term.
All Officers and Members of the SECTION Executive Committee shall
remain members in good standing during the term of their office. Failure to
maintain good standing may be determined by the SECTION Executive Committee
as grounds for removal from office.
Vacancy in Office
Any office in the SECTION, except President, becoming vacant during
its regular term shall be filled by an interim appointment of the SECTION
Executive Committee until the next regular election for said office. The
President-elect will fill the office of President if it becomes vacant.
Duties of Officers and Society Delegates
The President shall be the executive head of the SECTION and shall
sit as Chairman of the SECTION Executive Committee; shall preside at all
annual, monthly and special meetings and at all meetings of the SECTION
Executive Committee; shall countersign all public announcements or
communications; shall periodically report to the members those matters which
the SOCIETY has brought to the President's, the Delegate's or the
Secretary's attention. The President shall submit the SECTION annual report
to the District Vice President prior to June 1. The President shall give a
report of the general and financial condition of the SECTION for the fiscal
year at the SECTION's annual meeting.
The President-elect shall, upon resignation or inability of the
President to serve, become President of the SECTION and shall perform duties
of the President in case of the President's absence.
The Treasurer shall be the financial officer of the SECTION; shall
keep complete records of all monies received and disbursed by or on behalf
of the SECTION; shall secure proper receipts for all monies disbursed; shall
report to the Executive Committee the financial condition of the Section at
each Executive Committee meeting; shall have custody of all monies belonging
to the SECTION which shall be deposited in accordance with the instructions
of the SECTION Executive Committee; shall keep financial accounts and
control expenditures in accordance with the annual budget and any special
appropriations approved by the SECTION Executive Committee, shall arrange
for fidelity bond coverage of all officers who are responsible for assets of
the SECTION; shall secure adequate liability and property damage insurance
coverage for the SECTION, its officers, and members while serving on
standing or special committees and acting in their officially assigned
duties. Within ninety days following the end of each fiscal year, the
Treasurer shall prepare an annual report which shall reflect an audit by an
external audit committee or independent accountant as determined by the
SECTION Executive Committee. At the expiration of the term of office, he
shall deliver to the successor all books, records, money, and other property
in his charge, or in the absence of a successor, shall deliver such
properties to the President.
The Secretary shall act as recording secretary; shall keep a full and
complete record of the membership in the SECTION and serve as liaison with
the SOCIETY on matters of membership information and other matters of
SECTION-SOCIETY relationships; shall attend and keep records of all meetings
of the SECTION Executive Committee and regular, special and/or annual
meetings of the SECTION; shall arrange to notify the members of the regular
and annual meeting at least one week in advance of the date of said meeting;
shall arrange for typing, duplicating, and mailing of committee reports
and/or special announcements, as required.
The SECTION Delegate shall serve as the SECTION's official
representative at all regular or special meetings of the Council of Society
Delegates. As a minimum, this means attendance at the Delegates meeting at
the SOCIETY's annual meeting that generally is held during the Fall
Conference and Exhibit. In the event the SOCIETY Delegate cannot attend a
Council meeting, the President of the SECTION shall designate an alternate
and so notify the District Vice President prior to the meeting.
ARTICLE III -
Nomination and Election Procedures
The President shall appoint a Nominating Committee not later than the
January meeting. This committee shall consist of members of the SECTION
including the immediate Past President as Chairman. All SECTION OFFICERS
shall be excluded.
The Nominating Committee shall nominate at least one member each for
President-elect, Treasurer, Secretary, and SOCIETY Delegate securing written
acceptance from each nominee and shall report at the regular SECTION meeting
in February. In the absence of a full slate from the Nominating Committee,
the SECTION Executive Committee shall be empowered to make such nominations
as are necessary to announce a full slate at this meeting.
Nominations for any office may also be made by any member in good
standing. The nomination is to be filed along with the acceptance of the
nominee with the Secretary no more than two weeks after the Nominating
Election of Officers
Following receipt of the report of the Nominating Committee and any
candidate nominated at large and announced at the regular SECTION meeting in
February, the President shall see that formal notification listing all
candidates be given to each member not in arrears.
A single page prominently located in the SECTION newsletter, the
"Bulletin", listing all candidates and accompanied with announcement of date
and location of the annual meeting of the SECTION (usually April) appearing
in two consecutive issues and mailed to all members to arrive prior to the
annual meeting, shall constitute a formal notification.
The Section's Web site
shall be used to notify membership of the same.
Election shall be by voice vote at the annual member meeting. The
presiding officer shall declare elected those candidates who have received a
majority of the votes cast for each office.
In the event of a tie vote, the SECTION Executive Committee shall
decide between the tied candidates by secret ballot.
The SECTION President shall notify SOCIETY Headquarters of those
elected as officers and delegate and those selected as chairmen of the
standing committee immediately following these actions.
ARTICLE IV -
To assist the officers of the SECTION, standing and special
committees shall be formed within one month of the election of the officers
of the SECTION. The immediate past President, the newly elected officers,
and the SOCIETY Delegate, with the new President of the SECTION acting as
chairman, shall appoint the following standing committees:
Rules and Procedures Committee (including Historian)
Program and Arrangements Committee
Budget and Finance Committee
Membership Recruitment and Retention Committee
Publicity Committee (includes INTECH Correspondent)
Section/Division Liaison Committee
The standing committees shall each consist of not less than three
members. However, at the discretion of the PRESIDENT, this requirement may
be waived. The chairman of each
such committee shall be accountable to the President, as a member of the
SECTION Executive Committee, for the performance of the committee.
Special committees shall be appointed by the President with the
approval of the SECTION Executive Committee and shall be accountable to the
President or such other officer as may be determined by the President.
The President shall be a member, ex-officio of each standing or
The duties of the standing and special committees not covered by
Article IV shall be defined by the President with the approval of the
SECTION Executive Committee.
Appointments to all standing and special committees terminate at the
end of the fiscal year and are subject to re-appointment.
ARTICLE V - Functions
of the Standing Committees
The Rules and Procedures Committee shall concern it self with
recommendations for amending the SECTION's Constitution and Bylaws so that
they meet the current needs of the SECTION and the requirements of the
SOCIETY. This Committee shall maintain the history file for the SECTION.
The Education Committee shall concern itself with increasing the
member's knowledge of instrumentation, systems, and automation science and
technology. It shall help develop the subject matter for the monthly
technical meetings, special conferences, training courses, etc., to meet the
educational needs of the members. It shall bring to the attention of the
members pertinent instrumentation, systems, and automation information. It
shall encourage the members to participate in preparing papers for
presentation at conferences of the SOCIETY and of other technical
organizations. It shall maintain liaison with Student Sections and other
organizations devoted to technical education and encourage joint programs.
The Program Committee shall be responsible for the conduct of all
general membership meetings. It shall arrange for speakers, audio visual
equipment, etc. and necessary facilities. It will serve as host to guest
speakers during their visits within the geographical area of the SECTION.
The Budget and Finance Committee shall consist of the President,
President-elect, Secretary, Treasurer, and immediate Past President. The
Treasurer shall serve as Chairman. The Committee shall counsel with the
President on the annual budget of the SECTION and prepare recommendations
for the SECTION Executive Committee. The Budget and Finance Committee may
perform such other duties in connection with the SECTION finances as the
SECTION Executive Committee may determine from time to time.
The Membership Recruitment and Retention Committee shall promote the
growth of the SECTION by actively soliciting new memberships and by
revitalizing the interest of inactive members. It shall advise the President
and the SECTION Executive Committee on matters affecting membership
relations which will assist the SECTION in obtaining new members and keeping
present members. It will examine the feasibility of establishing subsections
in adjacent areas; and will counsel with the District Vice President
regarding such establishments.
The Publicity Committee shall develop media and contracts for
publicizing the meetings and activities of the SECTION. It shall prepare and
circulate news releases concerning SECTION elections and appointments,
meeting programs, speakers, etc. to assure continuing publicity in the local
and national papers and technical magazines. One of its members shall be
designated INTECH Correspondent
The Section/Division Liaison Committee shall promote good relations
and a technical interchange between the SECTION and Divisions of the
SOCIETY. It shall publicize Division activities in the SECTION newsletter
and shall encourage all members of the SECTION to join and become active in
ARTICLE Vl - Meetings
The annual meeting of the SECTION shall be held at the time and place
designated by the SECTION Executive Committee. This meeting is normally the
last meeting of the fiscal year.
Regular meetings of the SECTION shall be held once each month except
during June, July and August, for the discussion of subjects pertinent to
the objectives of the SECTION. Dates and meeting places of regular meetings
are to be determined by the SECTION Executive Committee. At least 6 of the
regular meetings shall be technical in scope and presentation.
Special meetings of the SECTION shall be held at such times and
places as may be called by the President, or in the President's absence by
the President-elect, or by any three members of the SECTION Executive
Committee, or by ten or more members in the SECTION upon reasonable notice.
The Secretary shall mail or cause to be mailed notices of time and
place of each meeting to all members at least one week prior to the date of
each meeting indicating in said notice the nature and purpose of the
meeting. For most notices,
electronic mail (EMAIL) shall be an acceptable method of mailing notices.
Regular meetings of the SECTION Executive Committee shall be held at
such time and place as designated by the President.
The number of Executive Committee meetings shall not be less than
seven (7) per year.
Special meetings of the SECTION Executive Committee shall be held any
time at the call of the President. Three members of the SECTION Executive
Committee may call a meeting upon failure or refusal of the President to
At a meeting of the SECTION 5% members shall constitute a quorum for
the transaction of business.
A majority of the SECTION Executive Committee shall constitute a
quorum for the transaction of business at any meeting of the committee.
ARTICLE VII - Voting
All questions coming before the SECTION, its governing body and
committees, shall be decided by a majority of the votes cast, except as
otherwise provided by this Constitution and Bylaws.
Unless otherwise specified in this Constitution and Bylaws, vocal or
"show of hands" voting shall be used in meetings. Ballots shall be used when
requested by any member or when recommended by the SECTION Executive
Committee in voting on SECTION matters.
All members not in arrears for dues and otherwise in good standing,
may be present and participate in the discussions or proceedings of any of
the regular, annual or special meetings, and may vote on all questions and
in all elections in such meetings.
Each member shall be entitled to one vote on all questions submitted
to the membership in the SECTION. Student Members and non-voting affiliates
shall have no voting power.
ARTICLE VIII - Dues
The amount and method of collection of dues of the members shall be
as provided in the SOCIETY Bylaws.
The amount and method of collection of dues of non-voting affiliate
members shall be determined by vote of the voting SECTION members.
ARTICLE IX - Finance
The fiscal year shall be from July 1st to June 30th of the
The Treasurer shall give a bond in a penal sum approved by the
SECTION Executive Committee for the faithful performance of his duties. The
premiums for the bond shall be paid by the SECTION.
Upon recommendation of the Budget and Finance Committee, the SECTION
Executive Committee shall adopt in advance of the next fiscal year, an
operating budget covering all activities of the SECTION.
All instruments for the payment of money by the SECTION shall be
drawn in the name of the SECTION and signed by the Treasurer or President,
and countersigned by the Treasurer or President, or by a Board member
authorized by the SECTION Executive Committee. In no event shall the signing
and countersigning be done by the same person.
The SECTION Executive Committee shall approve and establish a budget
of estimated expenditures and receipts at the beginning of each fiscal year.
Each member of the SECTION Executive Committee shall be reimbursed by
the SECTION for reasonable expenses related to that office in the SECTION.
This does not apply to persons found negligent in performing their duties by
a disinterested person or persons chosen by the SECTION Executive Committee.
In such a case, the SECTION at its own expense may settle any such claim
which appears to be in the best interest of the SECTION. Approval of expense
reimbursement shall be based on written guidelines which have been approved
by vote of the SECTION members.
Members of the SECTION Executive Committee and officers of the
SECTION shall not receive compensation in any form for services rendered.
The accounts of the SECTION shall be audited annually by an internal
audit committee and independent accountant appointed by the President and
approved by the SECTION Executive Committee.
ARTICLE X -
Legislature and Other Prohibited Activities
Neither the SECTION nor its officers, nor members of the SECTION,
individual or corporate, shall engage in any attempt to influence the course
of legislation, whether federal, state or local, on behalf of, or as a
representative of the SOCIETY in any nation or its subdivisions, by engaging
in political activities, expenditures of funds, propaganda, or by
participating in any course of similar conduct on behalf of or as a
representative of the SOCIETY.
Neither the SECTION nor any officer or member acting on behalf of the
Shall make loans of SECTION funds to individual or corporation at
less than the prevailing rate of interest or with inadequate security as
Shall pay excessive compensation for rendered services to any
individual or corporation.
Shall sell or transfer securities owned by the SECTION to any
individual or corporation for less than the prevailing market value thereof
at the time of such sale or transfer.
The SECTION is not organized for pecuniary profit, nor shall it have
any power to issue certificates of stock or pay dividends, and no part of
the net earnings or assets of the SECTION shall inure, upon dissolution or
otherwise, to the private benefit of any individual. This clause supersedes
any previous clause regarding inurement.
ARTICLE XI -
The current edition of Robert's Rules of Order Newly Revised shall
govern the proceedings of the SECTION, its governing bodies and committees
in all cases not provided for in these Bylaws.
ARTICLE XII -
Relationship of Section to Society
The SECTION is a subordinate of the SOCIETY. The SECTION reserves the
right to amend, alter, change or repeal any provisions contained in its
Articles of Incorporation, Constitution or Bylaws. The Articles of
Incorporation and Amendments thereto, must be approved in writing by the
Executive Board of the SOCIETY. The Executive Board of the SOCIETY, by a
majority vote, has plenary power to nullify or alter provisions of the
SECTION's Articles, Constitutions or Bylaws, or to nullify other actions of
the SECTION, if it determines that such provisions or actions are injurious
to the SOCIETY.
The SECTION Executive Committee shall, when necessary, initiate
action to amend the Bylaws so that they are in harmony with the Constitution
and any amendment thereto. If a proposed amendment to the Constitution will
require an amendment to the Bylaws, notice of the Bylaws amendment shall be
submitted to the members in the SECTION along with the notice of the
These Bylaws may be altered, amended, or repealed and new Bylaws may
be adopted by a majority of the eligible voting members present at any
regular meeting or special meeting, at which there is a quorum, if at least
two weeks written notice is given of intention to alter, amend, or repeal,
or to adopt new Bylaws at such meeting. Amendments may be proposed by any
member, officer or the Executive Committee.
The SECTION shall use its funds only to accomplish the objectives and
purposes specified in this Constitution and Bylaws and no part of its funds
shall inure to or be distributed to the members of the SECTION. On
dissolution of the SECTION, the net assets remaining after payment of all
debts shall revert to the SOCIETY within ninety days of dissolution, to be
used for charitable and educational purposes under Section 501 (c)(3) of the
U.S. Internal Revenue Code as it now exists or as may be amended.
March 10, 2009