(As amended on 31 March 2004)
Established in 1947 - Incorporated in the State of New Jersey as a professional, non-profit corporation, 17 August 1956.
ARTICLE C1: NAME
Section C1.1 The name of this corporation shall be the Standards Engineering Society, hereafter referred to as the “Society.”
ARTICLE C2: OBJECTIVES
Section C2.1 The objectives of the Society, consistent with its incorporation as a professional non-profit corporation, are to promote the use of standards and to enhance the knowledge of standardization. Specific objectives are to:
1) Promote principles and advantages of standardization through association with national and international standards organizations.
2) Represent the general views and concerns of standards users and developers and convey those views and concerns to standards development organizations.
3) Develop, encourage, and support educational programs and literature relating to standards and standardization through conferences, meetings, seminars, publications and other means.
4) Recognize achievement, support, or service in the field of standards and standardization.
5) Provide a viable network for sharing knowledge and information within the standards community.
ARTICLE C3: MEMBERSHIP
Section C3.1 Membership in the Society shall be open to any individual or organization interested in achieving the objectives of the Society. Each membership shall be subject to the requirements for admission, transfer, and severance as specified in the Society Bylaws.
ARTICLE C4: BOARD OF DIRECTORS
Section C4.1 The governing body of the Society shall be the Board of Directors, which shall consist of a President, Vice-President, Secretary, Treasurer, Immediate Past President, and up to six (6) Council Directors. The President shall be the Chairman and presiding officer of the Board of Directors. An Executive Director shall be a non-voting ex-officio member of the Board of Directors.
Section C4.2 The Board of Directors shall have responsibility for establishing Society policies.
Section C4.3 The Corporate Officers of the Society (hereafter, and in the Society Bylaws, called the Society Officers) shall be the President, Vice-President, Secretary, and Treasurer.
Section C4.4 The terms of office for all members of the Board of Directors, except the Executive Director, shall be two (2) years. Tenure for the Society Officers shall be coincident and for the Council Directors it shall be such that not more than three (3) vacancies for election occur in each year.
Section C4.4.1 The President and Vice-President may serve a maximum of one consecutive full two-year term.
Section C4.4.2 The Secretary, Treasurer, and the other members of the Board of Directors, except the Executive Director, may serve a maximum of two consecutive full two-year terms.
Section C4.4.3 Society Officers and Council Directors may be removed from office for cause by a two-thirds majority vote of the Board of Directors.
Section C4.4.4 Vacancies occurring in Society Officer or Council Director positions shall be filled for the period of their unexpired terms by an appointment by the President (or in the case of the office of President becoming vacant, the Vice-President shall assume the office of President) and confirmation by a two-thirds majority vote of the Board of Directors.
Section C4.5 No Society Officer or Council Director shall receive, directly or indirectly, any salary, travelling expenses, compensation, or emolument from the Society, unless authorized by the Board of Directors or the Society Bylaws.
Section C4.6 The following regulations shall apply to the transaction of business by the Board of Directors:
a. A quorum shall consist of at least six (6) Board members in office at the time of a meeting.
b. Voting on issues may occur at meetings or be conducted by letter ballot. When voting by letter ballot, a minimum ballot return of fifty (50) percent is required. All pertinent information shall be provided with the letter ballot and shall be distributed at least twenty (20) days before the ballot closing date.
c. Results of motions shall be determined by simple majority vote, except as otherwise specified in this Constitution and the Society
Bylaws. The President shall abstain except to break a tie vote.
d. Members of the Society directly affected financially by a motion before the Board or any of its committees shall refrain from voting. Members and others present and so affected shall absent themselves from the meeting during the vote on the affecting question.
Section C4.7 There shall be an annual meeting of the Society Board of Directors, which coincides, with the dates of the Annual Conference at which time:
a. Newly elected officers shall begin their terms.
b. The Board shall take indicated action on appointments, if not previously approved.
c. The President and Treasurer shall submit annual reports, which, upon approval by the Board, shall be printed in an official publication of the Society.
Section C4.8 Special meetings of the Board of Directors may be called by the President or at the request of at least five (5) members of the Board. Notice shall be mailed to all Board members not later than thirty (30) days prior to the stipulated date of meeting stating the time, place, and purpose of the meeting and the names of the Board members requesting the meeting.
Section C4.9 The Board of Directors shall, as circumstances indicate, originate, amend, suspend, or revoke Society Bylaws.
ARTICLE C5: EXECUTIVE COMMITTEE
Section C5.1 The Executive Committee shall consist of the Society Officers. The Immediate Past President and Executive Director shall be non-voting ex-officio members of the Executive Committee.
ARTICLE C6: DUES AND FEES
Section C6.1 Dues and fees shall be as established by the Board of Directors.
ARTICLE C7: ELECTIONS
Section C7.1 The Board of Directors shall ensure the election of Society Officers and Directors in conformance with this Constitution and the Society Bylaws.
ARTICLE C8: MEETINGS OF THE SOCIETY
Section C8.1 The Society shall hold an annual meeting, and may hold additional meetings, at appropriate times and places, as determined by the Board of Directors or the Executive Committee.
Section C8.2 The current edition of Roberts Rules of Order shall be the reference standard for parliamentary procedure of all Society meetings except as otherwise specified in this Constitution or the Society Bylaws.
ARTICLE C9: SECTIONS, REGIONS, AND OTHER GROUPS
Section C9.1 Sections, Regions, and other groups of members may be established to promote the interests of the Society, as provided for in the Society Bylaws.
ARTICLE C10: AMENDMENTS
Section C10.1 Amendments to this Constitution may be proposed by means of a resolution adopted by the Board of Directors or by means of a petition signed by at least ten (10) percent of the current Society members. The Board shall provide for balloting on all such proposals by all eligible members of the Society as specified in the Society Bylaws.
Section C10.2 For each amendment, if the number of valid votes is at least twenty-five (25) percent of the eligible voters, and if at least seventy-five (75) percent of the number of valid votes are favorable, the proposed amendment is adopted.
Section C10.3 Copies of this Constitution and the Society Bylaws, incorporating the latest amendments, shall be available to members of the Society.
Section C10.4 A complete history of amendments shall be kept in the files of the Society.
ARTICLE C11: TERMINATION OF THE SOCIETY
Section C11.1 The Society shall use its funds only to accomplish the objectives and purposes specified in this Constitution, and no part of said funds shall inure to the benefit of, or be distributed to, the members of the Society. On dissolution of the Society, any funds remaining shall be attributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.