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About SES - Bylaws

SES BYLAWS

(As amended and approved on September 22, 2023)

 

ARTICLE B1: NAME AND PURPOSES

The name of this corporation shall be the Society of Standardization Professionals, hereafter referred to as the “Society.” This corporation is legally registered as the Standards Engineering Society, but for all other purposes (including this document) is known as SES: The Society for Standardization Professionals, or “the Society.”

The purposes of the Society, consistent with its incorporation as a professional nonprofit corporation, are to promote the use of standards and to enhance the knowledge of standardization consistent with the SES Constitution.  Specific objectives are to:

  1. Promote principles and advantages of standardization through association with national and international standards organizations.
  2. Develop, encourage, and support educational content relating to standards and conformity assessment through conferences, meetings, seminars, publications, and other means.
  3. Recognize achievement, support, or service in the field of standards and standardization.
  4. Provide a viable network for sharing knowledge and information within the standardization community.

ARTICLE B2: MEMBERSHIP

Membership Types: All membership types are entitled to the rights and privileges of the Society including the right to vote or hold elective offices in the Society. Named employees of Organization Memberships represent themselves and not their organization.

  1. Member: This type shall be assigned by, the Managing Director, to an individual who has an interest in the objectives and techniques of company, industry, government, national, or international standardization.
  2. Organization Member: This type shall be assigned, upon approval of the Managing Director, to a company, association, society, government agency, or similar type of organization that has an interest in the objectives and techniques of company, industry, government, national, or international standardization.

ARTICLE B3: MEMBERSHIP ADMISSIONS, TRANSFERS, & SEVERANCES

Section B3.1 Applications for admission or transfer to the type of Member, or Organization Member shall require the approval of the Managing Director. If an application is not approved, the applicant may appeal such action to the Board of Directors. The Managing Director shall notify the applicant of the right to appeal. This provision for appeal and notice shall apply to all actions adversely affecting matters of membership.

Section B3.1.2 A member who is delinquent in the payment of dues for three (3) months may be terminated from membership; upon such termination, their name shall be removed from the mailing list for all publications of the Society.

Section B3.1.3 A person whose membership has been terminated for nonpayment of dues may be restored to membership upon application and payment of all delinquent dues.                                                                                                           

Section B3.1.4 A member may be expelled from the Society for conduct detrimental to the interests of the Society. Expulsion shall require the affirmative vote of 2/3 of the members of the Board of Directors. A member thus challenged shall be notified in writing. Furthermore, the member shall be invited in the same notice to present a written statement challenging this action.

ARTICLE B4: ANNUAL DUES

Section B4.1 Dues apply for a 12-month period (annual membership) but may be charged monthly at the discretion and agreement of the member and the Society.

Section B4.2 Annual dues for the types of membership shall be as established by a majority vote of the Board of Directors.

ARTICLE B5: FISCAL AFFAIRS

Section B5.1 All funds received by the Society shall be placed in an account managed by the Managing Director and shall be used to meet the operating obligations of the Society plus other board approved initiatives at the sole discretion of the elected Board of Directors.

Section B5.2 Accounts of the Society shall be reviewed monthly by the Treasurer. The Treasurer will work with the Managing Director to reconcile any questions that may arise. After the fiscal year ends, the Treasurer will report the fiscal status of the Society to the Board of Directors along with any recommendations which may include a review by a certified public accountant.

Section B5.3 The fiscal year of the Society shall begin on 1 January and end on 31 December.

Section B5.4 Voluntary contributions and donations may be accepted by the Society.

ARTICLE B6: NOMINATIONS AND ELECTIONS

Section B6.1 The Society shall have an established and published procedure for the nomination and election of the Board of Directors including the Society Officers.

Section B6.2 The Board of Directors shall approve a slate of open Board of Directors positions on the recommendations received from the SES committee appointed by the Board of Directors to support this task.

Section B6.3 All elected Board of Directors shall assume their office at the start of the calendar year.

ARTICLE B7: CONTENT

Section B7.1 The Society shall distribute relevant content to the members and may include a journal, e-newsletter, blog posts, etc.

ARTICLE B7: AWARDS

Section B8.1 The Society shall have an established awards program to honor individuals and organizations that have evidenced merit in standardization areas recognized by the Society. The Board of Directors shall be responsible for ensuring the viability of existing Society awards (or their termination) and for endorsing or initiating a study on any proposed new awards.

Section B8.2 The Board of Directors shall approve the recipients of the Society awards based on recommendations received from the SES Committee appointed by the Board of Directors to support this task. Awards shall normally be presented at the Society's Annual Conference.

ARTICLE B9: SECTIONS

Section B9.1 Sections may be established, dissolved, or reconstructed by the Board of Directors to assist in the administration of Society affairs.

ARTICLE B10: DIRECTORS AT LARGE

Section B10.1 Directors at Large shall be approved by the Board of Directors to effectively develop and maintain Society programs and Membership activities. Directors at Large shall be elected by the members of the Society, in conjunction with the election of Society officers, and shall be members of the Board of Directors.  (Amended 16May12 and 22Oct14)

ARTICLE B11: EXECUTIVE COMMITTEE

Section B11.1 The Executive Committee shall consist of the Society Officers. The Managing Director shall be a non-voting member of the Executive Committee. Three voting members shall constitute a quorum. The Executive Committee shall have the following responsibilities:

  1. Perform duties for the Society as delegated by the Board of Directors.
  2. Consider overall policies of the Society and submit recommendations concerning them to the Board of Directors.
  3. Review the performance of the Managing Director on an annual basis and make any recommendations regarding retention to the Board of Directors.

Section B11.2 Executive Committee meetings shall be held at the call of the Society President.

ARTICLE B12: STANDING COMMITTEES

Section B12.1 The Board of Directors may establish standing committees to effectively develop and maintain Society programs.

Section B12.2 The Chair of each Standing Committee shall be appointed by the Society President, upon recommendation by the appropriate Director at Large or Society Officer, and subject to confirmation by the Board of Directors. The members of each Standing Committee shall be appointed by the President and its Chair unless otherwise provided. (Amended 03Feb11 and 22Oct14)

ARTICLE B13: SPECIAL COMMITTEES

Section B13.1 The Board of Directors may establish ad hoc committees or task forces to perform special tasks.

Section B13.2 The duties and responsibilities of any ad hoc committee or task force shall end with the completion of the task for which it was appointed. A report describing the task performed shall be submitted to the Board of Directors.

ARTICLE B14: STAFF FUNCTIONS

Section B14.1 Society Office: The Managing Director and staff shall perform the administrative services through a central Society Office as approved by the Board of Directors.

Section B14.2 Historical records: The historical records of the Society shall be electronically maintained and appropriately archived.

Section B14.3 Support Positions: The Managing Director has discretion to propose to the Board of Directors a support position or supporting positions to assist with assigned duties as needed, subject to the approval of the Board of Directors. (Amended 22Oct14)

Section B15.4 Registered Agent: The Managing Director shall appoint a registered agent, and an alternate, whose legal residence is in the state of New Jersey to comply with the state of New Jersey laws of incorporation.

ARTICLE B16: INDEMNIFICATION

Section B16.1 The Society shall have the power to purchase and maintain insurance on behalf of any director, officer, employee or agent of the Society against reasonable costs, disbursements, counsel fees and liabilities asserted by reason of such person’s present or former capacity as a director, officer, employee or agent or the Corporation, whether or not the Corporation would have the power to indemnify that person under these Bylaws.

 

ARTICLE B17: OUTSIDE ORGANIZATIONAL RELATIONSHIPS

Section B17.1 The Society may enter into working agreements or associations with, or apply for membership in, other national or international standardization bodies and organizations with approval of the Board of Directors.

Section B17.2 The Society shall cooperate with the Standards coordinating bodies in the United States, Canada, and internationally, to fulfill the objectives of the Society.

Section B17.3 The Society President may appoint individuals to represent the Society in all outside organizations, subject to confirmation by the Board of Directors.

ARTICLE B18: AMENDMENTS

Section B18.1 Amendments to these Bylaws may be proposed by any member of the Society in writing to the Managing Director. Such proposed amendments shall be referred promptly to the President and Secretary. Within 30 days of receipt of the proposal, the Secretary shall place the proposal as an item on the agenda of the next meeting of the Board of Directors.

Section B18.2 A 2/3 majority vote of the Board of Directors shall be required to amend, revoke, or otherwise modify these Bylaws.

Section B18.3 Bylaws may be amended at the sole discretion of the Executive Committee and with the majority approval of the Board of Directors (Amended 22 September 2023)