(1) 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.
(2) The SECTION shall maintain affiliation with INTERNATIONAL
SOCIETY OF AUTOMATION, hereinafter referred to as the SOCIETY.
ARTICLE II - Objectives
(1) 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 - Membership
(1) The membership grades in the SECTION shall be the same as
those of the SOCIETY:
Life Member Senior
(2) Any individual member within the SOCIETY may be affiliated
with the SECTION. The SECTION will recognize only one voting affiliation at
any time for the purpose of administration.
(3) The SECTION recognizes the non-affiliated, non-voting
membership category of Automation Community Subscriber to be included in the
SECTION's contact lists for SECTION activities and communications only. They
do not have voting or other parliamentary rights.
(4) The membership category of Student Member does not have
voting or other parliamentary rights.
ARTICLE IV - Qualifications for Membership
(1) Any person who is a member of the SOCIETY may become a
voting member of the SECTION upon request to affiliate with the SECTION; a
SOCIETY member may be a voting member of only one SOCIETY section at a time.
(2) 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
(1) The Officers (OFFICERS) of the SECTION shall be:
(2) The SECTION Executive Committee (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.
(3) Only members of the SECTION who are members of the SOCIETY
in good standing may serve on the Executive Committee.
(4) For reasonable cause to believe that any Officer or chairman
of Standing Committees or Special Committees shall be unable or unwilling to
faithfully and responsibly carry out the proper duties
of office, they may be immediately removed from office or
chairmanship by the following:
(a) Office of President: at the request of a member of the SECTION
Executive Committee or petition of five (5) or more of the SECTION members;
and having the concurrence of two-thirds (2/3) affirmative vote of the
SECTION Executive Committee.
(b) Remaining SECTION Officers: At the request of the President, or a
member of the SECTION Executive Committee, or petition of five (5) or more
of the SECTION members; and having the concurrence of a majority affirmative
vote of the SECTION Executive Committee.
(c) Chairman of any Standing or Special Committee: At the direction of
the President; or upon request and a majority affirmative vote of the
SECTION Executive Committee.
ARTICLE VI - Governance
(1) 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.
(2) The determination of programming, 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 Bylaws.
(3) The SECTION shall control and manage the affairs, property,
and funds of the SECTION.
ARTICLE VII - Society Delegate
(1) The SECTION shall designate a SECTION 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 SECTION Member as an
Alternate Delegate as provided by this Constitution and Bylaws.
(2) The SOCIETY Delegate shall have a voting power equal to the
number of SOCIETY members, except Student Members and Automation Community
Subscribers, 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
(1) Amendment of this Constitution may be proposed by a petition
signed by 10% or more members in the SECTION, excepting Student Members and
Automation Community Subscribers, or by a resolution of the SECTION
(2) Within ninety (90) 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 communicated 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; subject to the
provisions of Bylaws Article VII(3). The voting
period shall be for thirty days following the communication 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
ARTICLE IX - Limitation of Section Activities
(1) 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 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 not covered by 501
(c)(3) of the U.S. Internal Revenue Code shall apply to the SECTION.
Continued next page)
Cleveland, Ohio Section of the International Society of Automation
ARTICLE I - Membership
(1) 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 SECTION.
(2) 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 SECTION.
ARTICLE II - Section Officers
(1) Elected Officers
The officers of the SECTION shall be elected by the voting members of the
The officers shall be members in the SECTION, in good standing, and for at
least one year prior to their election to office.
(3) Term of Office
(a) 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.
(b) The President shall not serve consecutive terms, except for an
incomplete term begun by the predecessor.
(c) 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.
(d) If capable and willing, the President-Elect shall succeed the
current President at the end of the current President’s term.
(e) All Officers and Members of the SECTION Executive Committee must
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.
(4) Vacancy in Office
(a) 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.
(5) Duties of Officers and Society Delegates
(a) 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.
(b) 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.
(c) 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 that 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.
(d) 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 recording, duplicating, and communicating of committee
reports and/or special announcements, as required.
(e) The SECTION Delegate shall serve as the SECTION's official
representative at all regular or special meetings of the Council of
Society Delegates (COUNCIL). As a minimum, this means attendance at the
Delegates meeting at the SOCIETY's annual meeting that generally is held
during the Fall Leadership Meeting . 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
(a) 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.
(b) The Nominating Committee shall nominate at least one member each
for President- elect, Treasurer, Secretary, and SOCIETY Delegate securing
acceptance, in a format that can be archived, 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.
(c) 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
(2) Election of Officers
(a) 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.
prominently located in the SECTION newsletter 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
communicated 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.
(b) 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.
(c) In the event of a tie vote, the SECTION Executive Committee shall
decide by a majority affirmative vote between the tied candidates by secret
(d) 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 - Committees
(1) 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. Where
appropriate, the coded position designated by SOCIETY Headquarters is in the
column to the right. The coded committee chairman positions, along with
newly elected officers, are required to be submitted to the SOCIETY each new
The following is a list of committees whose chair is a voting member of the
SECTION Executive Committee. They are listed alphabetically. Not all are
required to be filled.
Budget and Finance
Exhibit Chair (0430)
Honors and Awards
Honor & Awards (0510)
Marketing Chair (1010)
Membership, Recruitment, and Retention
Membership Chair (0790)
Newsletter Editor (2790)
Program and Arrangements
Program Chair (0950)
Publications Chair (0970)
Rules and Procedures
Section-Division Liaison (2850)
Standards and Practices
Standards & Practices (1150)
Student Section Liaison
Student Section Liaison (2870)
The following is a list of special committees whose chair is a non-voting
member of the SECTION Executive Committee.
(2) The standing committees shall each consist of not less than
two 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.
(3) 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.
(4) The President shall be a member, ex-officio of each standing
or special committee.
(5) 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.
(6) 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
(1) 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. The Committee chairman shall advise the Executive Committee in
appropriate matters governed by the CONSTITUTION AND BY LAWS.
(2) 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.
(3) 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
(4) 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.
(5) 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.
(6) 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
(7) 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 the Divisions.
(8) The Newsletter Committee shall be responsible for providing
a monthly newsletter to all SECTION members. It shall provide an annual
solicitation for advertisements to potential newsletter advertisers. The
Committee shall submit invoices to the advertisers and collect the
newsletter advertising fee. The collected advertising fees shall be
submitted to the SECTION Treasurer for deposit in the SECTION financial
(9) The WebMaster Committee
shall responsible for maintaining the SECTION
ARTICLE Vl - Meetings
(1) 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.
(2) 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.
(3) 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.
(4) The Secretary shall mail or cause to be communicated 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 communication notices.
(5) 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.
(6) 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 act.
ARTICLE VII - Voting Procedures
(1) 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.
(2) 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.
(a) At a meeting of the SECTION, a minimum attendance of 5% of the
SECTION voting membership shall constitute a quorum for the transaction of
business including election of officers.
(b) A majority of the SECTION Executive
Committee shall constitute a quorum for the
transaction of business at any meeting of the committee. Where the same
individual fills more than one position on the Executive Committee they are
to be considered and counted only once; thereby reducing the number that
constitutes the Executive Committee appropriately.
(4) 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
(5) Each member shall be entitled to one vote on all questions
submitted to the membership in the SECTION. Student Members and Automation
Community Subscribers shall have no voting power.
ARTICLE VIII - Dues
(1) The amount and method of collection of dues of the members shall be as
provided in the SOCIETY Bylaws.
ARTICLE IX - Finance
(1) The fiscal year shall be from July 1st
of the present year to June 30th
of the following year.
(2) 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.
(3) 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.
(4) The SECTION Executive Committee shall approve and establish
a budget of estimated expenditures and receipts at the beginning of each
(5) All instruments for the payment of money by the SECTION
shall be drawn in the name of the SECTION and authorized by the Treasurer or
President, with concurrence by the Treasurer or President or by a member of
the Section Executive Committee authorized by a majority vote of the SECTION
Executive Committee. In no event shall the authorization and concurrence be
done by the same person.
(6) Each member of the SECTION Executive Committee may 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.
(7) Members of the SECTION Executive Committee and officers of
the SECTION shall not receive compensation in
any form for services rendered.
(8) The accounts of the SECTION shall be audited annually by an
internal audit committee appointed by the President.
ARTICLE X - Legislature and Other Prohibited Activities
(1) 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 SECTION or the SOCIETY.
(2) Neither the SECTION nor any officer or member acting on
behalf of the SECTION without express advance approval by the Executive
(a) May make loans of SECTION funds to individual or corporation at
less than the prevailing rate of interest or with inadequate security as
(b) May pay excessive compensation for rendered services to any
individual or corporation.
(c) May 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.
(3) 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 - Parliamentary Authority
(1) 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
(1) 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.
(2) 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 proposed amendment.
(3) These Bylaws may be altered, amended, or repealed and new
Bylaws may be adopted by a majority of votes cast; subject to the provisions
of Bylaws Article VII(3). The new Bylaws shall be
communicated by the secretary to all members in the SECTION eligible to
vote. The voting period shall be for thirty days following the communication
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 communication. Amendments may be proposed by any SECTION member,
OFFICER or the Executive Committee.
ARTICLE XIII- Dissolution
(1) 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.