ByLaws Review

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By-Laws Review

• JJ Letcavits, Chapter Council Chair
• Arvid Casler, Chapter Council District Rep.

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By-Laws Review
What is included in the by-laws and why they are
important.

• Provide the name and purpose (scope) of the
  organization.
• Requirements for general membership and officers.
• Governance, requirements and duties.
• Define the fiscal year and reporting
  requirements.

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By-Laws Review
Key to the Color Coding

• Standard Text Recommended Information
• BOLD HIGHLIGHTED TEXT REQUIRED Information
• Italicized Information Advisory Information

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By-Laws Review
Article 1 - Organization

• Section 1
• Registered Name (Office) The registered name of
  this Chapter of ASM International shall be the
  ___ Chapter of ASM International
• This section only identifies the chapter.
• Section 2
• Other Offices These by-laws shall supplement
  the constitution of ASM International , and
  organization exempt from income tax under the
  applicable provisions of the Internal Revenue
  Code or under corresponding predecessor
  provisions and are hereby incorporated into these
  by-laws.
• This section is recommended and is used to link
  the local Chapter to a nationally recognized
  (incorporated) society (corporation). Since ASM
  completes the tax reporting for all chapters,
  this section is to provide direction to any
  fiscal inquirer.
• Section 3
• Purpose ASM is formed for the exclusive
  purpose of advancing and disseminating
  scientific, engineering, and technical knowledge,
  particularly with respect to the manufacture,
  processing, characterization, selection,
  understanding, use and life-cycle of engineered
  materials, through education, research and the
  compilation and dissemination of information to
  serve technical and professional needs and
  interest and to benefit the general public.

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By-Laws Review
Article 1 - Organization

• Section 3.1
• Purpose of the By-Laws The purpose of these
  by-laws is to direct the activities of the ___
  Chapter in agreement with the requirements as set
  forth by the ASM Constitution.
• Section 3.2
• Dissolution of Chapter In the event of
  dissolution of the ___ Chapter of ASM, the
  Chapter Executive Committee of the ___ Chapter
  shall transfer all net assets remaining after
  payment of all obligations to the National
  Headquarters of ASM. If a chapter should
  dissolve for any reason, the Charter shall be
  returned to the Secretary at ASM Headquarters.
  Upon revocation or return of the Charter of a
  chapter, the affairs of the Chapter shall be
  finalized under supervision of the Managing
  Director and all funds or other property
  remaining after payment of debts and obligations
  of the chapter shall be transferred and paid to
  ASM.

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By-Laws Review
Article 1 - Organization

• Section 3.2 (continued)
• The Chapter shall operate only under the Charter
  granted to it by ASM, giving it the authority to
  carry on the work of ASM, subject to the rights,
  privileges, and obligations provided for in The
  Constitution and the Rules for the Government of
  ASM , hereinafter called the Rules.No part of
  the net income of the chapter shall inure to the
  benefit of any private individual or company.A
  volunteer is not to be paid for holding office or
  committee work.No substantial part of the
  activities of the chapter shall consist of
  carrying on propaganda or otherwise attempting to
  influence legislation, or of participating in
  (including the publication or distribution of
  statements) any political campaign on behalf of
  any candidate for public office.
• The chapter shall not at any time possess powers,
  exercise authority or engage in activities,
  either expressly or by interpretation, which are
  not permitted to be possessed, exercised or
  engaged in by an organization exempt from Federal
  Income Tax. (For chapters in the United States,
  attention is directed to Section 501 (c) (3) of
  the Internal Revenue Code of 1954 or the
  corresponding of any subsequent and future United
  States Revenue Law)This section protects the
  investment(s) (rebates) of the local membership
  that have been returned to the chapter by ASM to
  assist in the Chapters operations and aids in
  the proper filing of financial other reports.

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By-Laws Review
Article 2 Membership (General and Officers)

• Section 1 Membership
• Membership in the ___ Chapter shall be open to
  all persons. There shall be no bar to membership
  in the ___ Chapter because of race, creed, color,
  sex, citizenship, disability, or country of
  origin.
• The purpose of this section is to establish the
  intent to comply with legislation prohibiting
  discrimination and helps to protect all parties
  involved from discriminatory accusations.
• Section 2 Admission of MembersProcedures for
  the admission of members, along with the
  establishment of any admission fee for membership
  shall be as set forth by ASM.This establishes
  conformity within and between all Chapters of
  ASM.
• Section 3 Termination of Membership
• Membership may be terminated voluntarily by the
  member at any time without cause or as set forth
  in accordance with the rules of member conduct as
  enacted by ASM.This section may not be required
  by many states. It does serve the purpose of
  informing the membership that their membership is
  voluntary and adds some indication that their
  chapter membership is tied to the Society
  membership via dues.

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By-Laws Review
Article 3 Officers

• Section 4 Meeting Locations Meetings and all
  other gatherings shall be held in such a place or
  places and time within or without the State(s) of
  ___, as shall be determined by the appropriate
  chapter committee and approved by the executive
  committee.
• Section 5 Meetings, Types
• Section 5.1 Annual Meetings
• Section 5.2 Special, Committee Meetings
• Section 5.3 Meeting Notices Waiver and
  Adjournment
• Section 5.4 Quorum
• Section 5.5 Meeting via telephone conference
• Section 5.6 Proxies
• Section 5.7 Voting
• Section 5.8 Action by Consent

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By-Laws Review
Article 3 Officers

• Section 1 Officers and Executive Committee
• The Officers of the ___ Chapter of ASM shall
  consist of Chairperson, Vice-Chairperson,
  Secretary and Treasurer, shall be elected from
  the membership and serve until the next annual
  meeting of members however, in all cases, the
  officers shall serve until their successors shall
  have been elected and qualified. The chapter
  chairperson shall have attended, or shall attend
  during the term of office, the ASM training for
  local chapter leadership.

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By-Laws Review
Article 3 Officers

• Section 2 Number, Election, Term
• Section 2.1 Number
• Section 2.2 Election
• Section 2.2.1 Process
• Section 2.3 Term
• Section 3 Powers
• Section 4 Duties
• The purpose of appointing operating committees is
  to provide the volunteers and personnel necessary
  to efficiently plan and operate the chapters
  functions which must be performed in a timely
  fashion and to provide some continuity from year
  to year. Each committee will require its own
  section on duties
• Additional duties for officers should be
  included and can be found in the Chapter
  Operations Manual.

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By-Laws Review
Article 3 Officers

• Section 5 Vacancies
• Section 6 Meetings
• The Chapter Executive Committee shall meet at
  least one (1) time per year, with minutes, and as
  many times as may be deemed necessary. The time
  and place of the meetings shall be determined by
  the Chairperson. It shall be the responsibility
  of the committee members to attend scheduled
  chapter executive committee sessions.
• If for any reason they cannot attend, then
  provisions shall be made for an alternate or
  designate to represent them without any voting
  rights. If this can not be arranged, then a
  written report shall be made available that can
  be read into the minutes of the chapter executive
  committee session.
• Section 7 Open Meeting

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By-Laws Review
Article 4 Duties of Committees

• Section 1 Operating/Standing/Special
  Committees
• Section 2 Committee Budgets
• Section 3 Expenditure of Funds

Article 5 Indemnification of Officers,
Employees and Agents
Section 1 Indemnification of Directors and
Officers Section 2 Determination of
Entitlement to Indemnification
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By-Laws Review
Article 6 Fiscal Year

• Section 1 Fiscal Year

Article 7 Miscellaneous
Section 1 Amendment of Bylaws
Article 8 Approval (Modifying Existing By-Laws)
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By-Laws Review
For Newly Organizing Chapters

• The laws of all states allow the initial By-Laws
  of a corporation to be adopted by a unanimous
  resolution of a board of directors. Since
  chapters do not have a board of directors, it may
  be advisable to create two additional documents,
  if starting up a chapter. These documents might
  be (a) resolution of incorporators electing the
  first officers (b) resolution of the officers to
  (1) adopt the By-Laws (2) elect the initial
  officers.