CLASSIFICATION SOCIETY OF NORTH AMERICA BYLAWS POLICIES AND GUIDELINES C O N T E N T S BYLAWS ARTICLE I. Purpose ARTICLE II. Offices ARTICLE III. Members ARTICLE IV. Meetings of Members ARTICLE V. Board of Directors ARTICLE VI. Officers ARTICLE VII. Committees ARTICLE VIII. Contracts, Checks, Deposits and Funds ARTICLE IX. Certificates of Membership ARTICLE X. Books and Records ARTICLE XI. Publications ARTICLE XII. Fiscal Year ARTICLE XIII. Dues ARTICLE XIV. Seal ARTICLE XV. Waiver of Notice ARTICLE XVI. Amendments to Bylaws POLICIES AND GUIDELINES CONCERNING MEMBERS (Bylaws III): BENEFITS AVAILABLE TO AFFILIATE MEMBERS STRIVE FOR A ROBUST MEMBERSHIP CONCERNING BOARD OF DIRECTORS (Bylaws V): APPOINTMENT OF AN EDITOR DIRECTOR CONCERNING CONTRACTS, CHECKS, DEPOSITS AND FUNDS (Bylaws VIII): DEPOSITORIES FOR THE SOCIETY'S FUNDS CONCERNING PUBLICATIONS (Article XI): ESTABLISH THE RELATION BETWEEN THE BOARD OF DIRECTORS AND EDITORS ESTABLISH A POLICY CONCERNING THE EDITORS' RESPONSIBILITIES CONCERNING DUES (Bylaws XIII): DUES FOR AFFILIATE MEMBERS DUES FOR SUSTAINING MEMBERS ESTABLISH MEMBERSHIP DUES CONCERNING FINANCES: MAINTAIN A CASH SURPLUS DERIVE INCOME FROM ANNUAL MEETINGS DELEGATE FINANCIAL RESPONSIBILITY STRIVE FOR FINANCIAL INDEPENDENCE ESTABLISH CONTINUITY BETWEEN BUDGETS MONITOR EXPENDITURES IN EXCESS OF BUDGETED AMOUNTS LIMIT EXPENDITURES IN EXCESS OF BUDGETED AMOUNTS PROCEDURE FOR ELECTIONS TO IFCS COUNCIL CONDUCTING BOARD BUSINESS BY EMAIL HARE SYSTEM FOR ELECTIONS MODIFIED HARE SYSTEM FOR ELECTIONS --------------------------------------------------------------------- ARTICLE I. Purpose It shall be the purpose of the Classification Society of North America to promote the scientific study of classification and clustering (including systematic methods of creating classifications from data) and related statistical and data analytic methods, the properties and effectiveness and application of such methods, and the study of associated scientific methods, and to disseminate scientific and educational information related to its fields of interest. ARTICLE II. Offices The principal office of the corporation shall he located in the District of Columbia. The corporation may have other offices, either within or without the District of Columbia as the Board of Directors may determine or as the affairs of the corporation may require from time to time. The corporation shall have and continuously maintain in the District of Columbia a registered office, and a registered agent whose office is identical with such registered office, as required by the District of Columbia Non- Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the District of Columbia, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE III. Members Section 1. Classes of Members. The corporation shall have one class of members. The designation of such class and the qualifications and rights of the members of such class shall be as follows: Regular Member. Any person who is interested in promoting the purposes of the corporation and in contributing either directly or indirectly to the objectives of the corporation shall be eligible for election as a Regular Member. Section 2. Additional Classes. At its discretion the Board of Directors may create four additional classes of membership to be known as Library Subscriber Members, Student Members, Affiliate Members, and Sustaining Members without amendment to these Bylaws. Any other additional classes shall require amendment as provided in Article XVI. Library Subscriber Members, Student Members, Affiliate Members, and Sustaining Members, if created, shall be defined as follows: a. Library Subscriber Members. Any institutional, academic, public, or other library interested in receiving publications of the corporation shall be eligible for election as a library subscriber member. b. Student Members. Any student attending a regionally accredited college or university in the United States or its equivalent in other countries who is interested in classification theory, methods, and applications shall be eligible for election as a Student Member for a period not to exceed six years, the precise term in any individual case to be determined at the discretion of the Board of Directors. c. Affiliate Members. Any member of a scientific society with whom the corporation's Board of Directors enters into an agreement regarding the subject matter of this Article shall be eligible for election as an Affiliate Member. d. Sustaining Members. Any institution that conducts research or trains persons to conduct research in classification theory, methods, and applications, or that is otherwise interested in classification, shall be eligible for election as a Sustaining Member. Such membership shall be distinguished from Library Subscriber Members and from persons, institutions, and libraries who simply wish to subscribe to one or all of the corporation's publications. Section 3. Election of Members. Except in the initial election of members, all applicants for membership shall file with the Secretary a written application in such form as the Board of Directors shall from time to time determine. All applications for membership shall be presented promptly, but not less than once a year, for consideration to the Board of Directors. An affirmative vote, either at a meeting or by mail ballot, of a majority of the Board of Directors shall be required for election. All persons who are members of the North American Branch of the Classification Society at the time of the formation of the corporation shall automatically be elected to membership in it. Section 4. Voting Rights. Each Regular Member or student member shall be entitled to one vote on each matter submitted to a vote of the members. Each Sustaining Member shall be entitled to designate one person eligible for regular membership who shall be entitled to one vote on each matter submitted to a vote of the members. Library Subscriber Members, Student Members, and Affiliate Members shall have no voting rights. (Note added by Secy/Treas Sclove, 19-Jan-1998: This seems to contradict itself with respect to Student Members. Our interpretation for the 1997 election was that Student Members can vote, and they were sent ballots.) Section 5. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of its members, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XIII of these Bylaws. Section 6. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. Section 7. Reinstatement. Upon written request by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of a majority of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors deems appropriate. Section 8. Transfer of Membership. Membership in this corporation is not transferable or assignable. ARTICLE IV. Meetings of Members Section 1. Annual Meetings. There shall be an annual Scientific Meeting and an annual Business Meeting of the corporation at a time designated by the Board of Directors except that all reasonable efforts will be made to hold the Business Meeting in conjunction with the Scientific Meeting. Section 2. Special Meetings. Special meetings may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights. Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the District of Columbia as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the District of Columbia; but if all of the members shall meet at any time and place, either within or without the District of Columbia, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. Section 4. Notice of Meetings. Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than twenty nor more than ninety days before the date of such meeting, by or at the direction of the Board of Directors, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation, with postage thereon prepaid. Section 5. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Section 6. Quorum. No less than one-twentieth of the voting members shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. Section 7. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member. A valid proxy may be used to vote on any issue arising at the meeting for which the proxy is executed. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Proxies shall be exercised only by other members. Section 8. Manner of Acting. A majority of the votes entitled to be cast, on a matter to be voted upon by the members present or represented by proxy, at a meeting at which a quorum is present, shall be necessary for the adoption thereof unless a greater proportion is required by law or by these Bylaws. Section 9. Voting. (as amended by General Election of December, 1997). Where the Board of Directors or Officers are to be elected by members such election may be conducted in such manner as the Board of Directors shall determine, in accordance with Section V(3). ARTICLE V. Board of Directors Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors. Board members need not be residents of the District of Columbia. They shall be representatives of the members of the corporation. Section 2. Number. Tenure. and Qualifications. The number of members of the Board of Directors shall be eleven, plus any ex officio members that the Board shall in its discretion appoint, except that the number is reduced by one if the Secretary and Treasurer are the same person. The Board shall include the officers of the corporation, six Elected Directors, and any appointed ex officio members. For each publication sponsored by the corporation, the Board may determine that the editor of said publication shall serve as an ex officio member of the Board, to be called an Editor Director, and to serve as Board member at the pleasure of the Board. Each Editor Director shall be permitted to vote, except on matters affecting his or her own compensation, appointment, reappointment, removal, length of tenure, or continuance as Editor or as ex officio member of the Board. Each Elected Director shall hold office for three years, unless prior to nomination the Board of Directors designates a lesser or greater term, but in no event shall the term of office be less than one year or more than four years. The three-year terms shall be staggered so that two terms expire each year. Any voting member of the corporation shall be entitled to serve on the Board. New Elected Directors will assume office one week after the Annual Business meeting unless the Board shall designate some other time. However, each Elected Director shall hold office until his/her successor shall have been duly elected and shall have qualified, any other provision of the Bylaws notwithstanding. Section 3. Elections (as amended by General Election of December, 1997). Annual elections shall be conducted by ballot of the membership to fill expiring terms among the officers and Elected Directors. The ballot shall be deemed to be delivered when (a) deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation, with postage thereon prepaid; or (b) delivered by such other method as may be approved by the Board of Directors, provided that members may at their request choose to receive ballots as described by mail as described in Section 3(a). Ballots shall be returned within 30 days of that date. Nominations for officers and Elected Directors shall be made by a Nominating Committee. In addition, the membership shall be notified of a closing date for direct nominations at least 30 days in advance, and any member for whom the Secretary receives at least five nominations from voting members in writing shall be eligible to run for office. All officers and members of the Committee of the North American Branch of the Classification Society serving at the time of incorporation shall remain in office until their regular terms expire. Section 4. Regular Meetings. One regular meeting of the Board of Directors shall be held without other notice than this Bylaw, immediately before, and at the same place as, the annual Business Meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the District of Columbia, for the holding of additional regular meetings of the Board without other notice than such resolution. Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board. The President shall decide the place of the special meeting either within or without the District of Columbia, or may hold the special meeting by means of a conference telephone call or by any means of communication by which all persons participating in the meeting are able to communicate with one another. Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least five days previous thereto by written notice delivered personally or sent by mail or telegram to each Board member at his/her address as shown by the records of the corporation or two days previous thereto by oral notice delivered by telephone. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice be given by telephone, such notice must be communicated personally. Any Board member may waive notice of any meeting. The attendance of a Board member at any meeting shall constitute a waiver of notice of such meeting, except where a Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws. Section 7. Quorum. The presence of a majority of Board members eligible to vote shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Board members eligible to vote are present at said meeting, those present may adjourn the meeting from time to time without further notice until a quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called. Section 8. Proxies. Proxy voting at any meeting of the Board of Directors shall not be permitted. However, without requiring an amendment to these Bylaws, the Board, at its discretion, may establish proxy voting rules in conformance with the District of Columbia Non-Profit Corporation Act, provided that any rule permitting proxies shall not be effective for at least three months following the date on which it is adopted. Section 9. Manner of Acting. The act of a majority of the Directors who are eligible to vote and are present at a meeting at which the quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. Section 10. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Board members may be filled by the affirmative vote of a majority of the remaining Board members, though less than a quorum of the Board members. A Board member elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office, unless the Board of Directors shall set a shorter term. Section 11. Removal. The Board of Directors, by affirmative vote of two-thirds of all its members, may remove an Elected Director for cause after an appropriate hearing and may, by majority vote of those present at any regularly instituted meeting, terminate the membership of any Board member who becomes ineligible for membership. Section 12. Compensation. Board of Directors as such shall not receive any compensation for their services; but nothing herein contained shall be construed to preclude any Board member from serving the corporation in any other capacity and receiving compensation therefor. At the discretion of the officers and elected directors of the Board, editors of the corporation's publications may receive reasonable compensation for their services. Section 13. Informal Action by Board of Directors. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a simple majority of members of the Board of Directors. ARTICLE VI. Officers Section 1. Officers. The officers of the corporation shall be a President, President-Elect, Past-President, Treasurer and Secretary and such other officers as may be elected in accordance with the provisions of this Article. No two offices may be held by the same person except that one individual may serve simultaneously as Secretary and Treasurer. Section 2. Election and Term of Office. The President-Elect, Secretary, and Treasurer of the corporation shall be nominated and elected in accordance with the provisions of Sections V(3) and VII(2). The term of office for President, for President-Elect, and Past-President shall be two years. When the term of office for President expires, the President-Elect shall automatically succeed to that office. The term of office for Secretary and for Treasurer shall be three years unless prior to nomination the Board shall designate a lesser or greater term, but in no event shall the term of office be less than one year nor more than four years. Newly elected officers will assume office on the first day of the calendar year unless the Board shall designate some other time. However, each officer shall hold office until his/her successor shall have been duly elected and shall have qualified, any other provision of the Bylaws not withstanding. Section 3. Removal. Any officer may be removed from office by an affirmative vote of two-thirds of members qualified to vote whenever in their judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any of the officer so removed. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 5. President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/ she shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the Treasurer or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Section 6. President-Elect. In the absence of the President or in the event of his or her inability or refusal to act, the President-Elect shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all restrictions upon the President. The President-Elect shall perform such duties as from time to time may be assigned to him/her by the President or by the Board of Directors. Section 7. Past-President. In the absence of the President and the President-Elect or in the event of their inability or refusal to act, the Past-President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Past-President shall perform such duties as from time to time may be assigned to him/her by the President or by the Board of Directors. Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; in the absence of the Treasurer or when so requested by the President, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws; and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him/her by the President or the Board of Directors. In the absence of the President, President-Elect and the Past-President, or in the event their inability or refusal to act, the Secretary shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Section 9. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws. In the absence of the President, President-Elect, Past-President, and the Secretary, or in the event of their inability or refusal to act, the Treasurer shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Section 10. Compensation. Officers as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors reasonable expenses, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any officer from serving the corporation in any other capacity and receiving compensation therefor. ARTICLE VII. Committees Section 1. Committees of the Board of Directors. The Board of Directors, by resolution adopted by a majority of the Board, may delegate such powers to committees as it deems proper, except that no committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any Board member or officer of the corporation; amending the Articles of Incorporation; restating the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee or task group. The delegation of authority to a Committee shall not operate to relieve the Board of Directors, or any individual, of any responsibility imposed upon it or him/her by law. Section 2. Nominating Committee. The Nominating Committee shall consist of at least three members appointed by the President. Section 3. Finance Committee. The Finance Committee shall consist of two members who shall be appointed by the Board of Directors each year. The Treasurer shall serve on the Committee as an ex officio member without vote. It shall be the duty of the Finance Committee to present an annual budget, review the annual financial statement of the corporation, prepare the annual audit of the books or to nominate the professional auditors who shall be elected annually by the Board of Directors to prepare the annual audit, and to make an annual report to the membership. Section 4. Membership Committee. The Membership Committee shall consist of at least three members appointed by the President each year. It shall be the duty of the Membership Committee to advise the Board of Directors on policy regarding all aspects of membership, to implement formal policies regarding membership as directed by the Board of Directors, to actively solicit new members, and to actively encourage renewal of membership. Section 5. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be appointed in such manner as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the President of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal. Section 6. Term of office. Each member of a committee shall continue as such until the term of office, as designated by the Board of Directors, expires and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof, or unless otherwise provided by these Bylaws. Section 7. Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof, unless otherwise provided by these Bylaws. Section 8. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Section 9. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Section 10. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors. ARTICLE VIII. Contracts, Checks, Deposits and Funds Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Section 2. Checks. Drafts. etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or the President or the President-Elect of the corporation. Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation at such banks, trust companies or other depositories as the Board of Directors may select. Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation. Section 5. Funds. The Board of Directors shall seek to obtain such other funds as necessary to fulfill the goals of the corporation in accordance with its charitable, educational, and scientific purposes. ARTICLE IX. Certificates of Membership Section 1. Certificates of Membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member of the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Board of Directors may determine. Section 2. Issuance of Certificates. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his/her name and delivered to him/her by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this Article IX. ARTICLE X. Books and Records The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its membership, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his/her agent or attorney, for any proper purpose at any reasonable time. ARTICLE XI. Publications The corporation, by a majority vote of the Board of Directors, may establish and publish periodicals and other publications devoted to the dissemination of scientific and educational materials consistent with the purposes of the corporation. ARTICLE XII. Fiscal Year The fiscal year of the corporation shall begin on the first day of June and end on the last day of May in the following year. ARTICLE XIII. Dues Section 1. Annual Dues. The membership on recommendation of the Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class. Section 2. Payment of Dues. Dues shall be payable in advance on the first day of the membership year, which shall coincide with the calendar year unless changed by the Board. A member shall pay dues for the entire membership year in which membership starts. Section 3. Default and Termination of Membership. When any member shall be in default in payment of dues for a period of twenty-four months from the beginning of the fiscal year or period for which such dues became payable, his/her membership may thereupon be terminated by the Board of Directors in the manner provided in Article III of these Bylaws. This Section shall not prohibit the corporation from immediately terminating subscriptions to its publications when a member has not paid dues on the date prescribed in these Bylaws. ARTICLE XIV. Seal The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal Classification Society of North America." ARTICLE XV. Waiver of Notice Whenever any notice is required to be given under the provisions of the District of Columbia Non-Profit Corporation Act or under the provisions of the articles of incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XVI. Amendments to Bylaws These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds vote of the members responding by mail ballot. Amendments may be proposed by a majority of the Board of Directors or by petition submitted to the Secretary and signed by twenty-five Regular Members in good standing of the corporation. The ballot shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation, with postage thereon prepaid. Ballots shall be returned within thirty days of that date. Bylaws approved by ballot in a letter dated 30 March 1984. Amendments approved: Three, by ballot in Newsletter #2, November 1987. Two, by ballot in Newsletter #7, November 1988. One, by ballot in Newsletter #12, November 1989. Two, by ballot in Newsletter #27, November 1992. One, by ballot in Newsletter #52, November 1997. Revised 3 June 1994 CSNA Bylaws CLASSIFICATION SOCIETY OF NORTH AMERICA POLICIES AND GUIDELINES CONCERNING MEMBERS (Bylaws III) BENEFITS AVAILABLE TO AFFILIATE MEMBERS REMARK: In December 1988, the Society amended the Bylaws (III.4) so that Affiliate Members have no vote. The policy below further defines the benefits and privileges of Affiliate Membership. MOTION: That the Board of Directors authorize the Business Manager to make available, as benefits of Affiliate Membership, the options to receive: the Journal of Classification only, the Classification Literature Automated Search Service only, or both publications. Affiliate Members shall not be entitled to receive any other publications, newsletters, or correspondence normally distributed to Regular Members. AUTHORITY: Passed by the Board of Directors, 16 June 1988. STRIVE FOR A ROBUST MEMBERSHIP REMARK: As membership increases, the Society's publications become more cost-effective and the Society's influence grows. Steady increases in membership delay increases in the subscription rates of the Society's publications. The Board should adopt a policy on membership for the instruction and guidance of future Finance Committees and of the Society's officers. The Board should review the policy regularly as membership levels, and needs, change. MOTION: That the Society conduct its affairs in a manner consistent with the goal to increase its membership each year by approximately 10%. AUTHORITY: Passed by the Board of Directors, 27 June 1989. CONCERNING BOARD OF DIRECTORS (Bylaws V) APPOINTMENT OF AN EDITOR DIRECTOR REMARK: Section V.2 (Number, Tenure, and Qualifications) of the Bylaws grants the Board of Directors the power to permit the editor of each publication sponsored by the corporation to serve as a Board member ex officio (called an Editor Director) at the pleasure of the Board. When the Board of Directors confirmed William H. E. Day as Editor of CSNA Service, it appointed him to serve on the Board as Editor Director. AUTHORITY: Minutes, Annual Business Meeting, Classification Society of North America, Santa Barbara, California, 26 June 1984. CONCERNING CONTRACTS, CHECKS, DEPOSITS AND FUNDS (Bylaws VIII) DEPOSITORIES FOR THE SOCIETY'S FUNDS REMARK: Section VIII.3 (Deposits) of the Bylaws requires that the Board of Directors select the banks, trust companies or other depositories in which the funds of the Society shall be deposited. The President and the Business Manager recommended that an account be opened at Capitol Federal Savings Bank, 250 East Saginaw Street, East Lansing, MI 48823, USA. This bank is insured by the Federal Deposit Insurance Corporation. MOTION: RESOLVED that an INSURED MONEY MARKET account in the name of this organization "CSNA" be opened with the CAPITOL FEDERAL SAVINGS BANK, and further RESOLVED that withdrawals on such account shall be made only on the signatures of: Richard C. Dubes holding the office of President, William H. E. Day holding the office of Secretary/Treasurer or any of them and their successors in office, as evidenced by a similar resolution of this organization attested by its Secretary, filed with said bank, and that withdrawal applications bearing the latest filed signatures may be honored by and shall be deemed a sufficient acquittance of said bank for any moneys paid thereon. AUTHORITY: Passed by the Board of Directors in an e-mail ballot and reported on 3 August 1990 in Report #7 of the President to the Board of Directors. CONCERNING PUBLICATIONS (Article XI) ESTABLISH THE RELATION BETWEEN THE BOARD OF DIRECTORS AND EDITORS MOTION: That, in the absence of any written agreement, an editor shall serve at the pleasure of the Board of Directors. AUTHORITY: Passed by the Board of Directors, 27 June 1989. ESTABLISH A POLICY CONCERNING THE EDITORS' RESPONSIBILITIES REMARK: The Board of Directors influences the Society's publications by appointing the editors and by approving annual budgets for the editorial offices. The Board of Directors should not otherwise control the editorial contents of the Society's publications or the operations of the editorial offices. MOTION: That, in the absence of written agreements to the contrary, an editor shall be solely responsible for: all matters of editorial policy, all appointments to editorial or consultative boards, all appointments lo administrative positions within the editorial office, and all matters concerning the publication's preparation, manufacture, and distribution. AUTHORITY: Passed by the Board of Directors, 27 June 1989. CONCERNING DUES (Bylaws XIII) DUES FOR AFFILIATE MEMBERS REMARK: The proposed fee structure uncouples the two publications for Affiliate Members. The proposal is consistent with the 1988 dues of Affiliate Members. MOTION: That the Board of Directors adopt as annual dues of Affiliate Members: $23 (resp. $24) for 1988 (resp. 1989) to receive the Journal of Classification only, $11 to receive the Classification Literature Automated Search Service only, and $34 (resp. $35) for 1988 (resp. 1989) to receive both publications. AUTHORITY: Passed by the Board of Directors, 16 June 1988. DUES FOR SUSTAINING MEMBERS REMARK: Sustaining Members are institutions that conduct research or train persons to conduct research in classification theory, methods, and applications, or that are other vise interested in classification. The Society must develop this membership category as a source of income. MOTION: That the Board of Directors adopt as the annual dues of Sustaining Members an amount equal to four times that of the annual dues of Regular Members. AUTHORITY: Passed by the Board of Directors, 16 June 1988. ESTABLISH MEMBERSHIP DUES MOTION: That the Board of Directors adopt as annual dues beginning in 1990: $45 for each Regular Member, $30 for each Student Member, $30 for each Affiliate Member who subscribes only to the Journal of Classification, and $15 for each Affiliate Member who subscribes only to the Classification Literature Automated Search Service. AUTHORITY: Passed by the Board of Directors, 27 June 1989. CONCERNING FINANCES MAINTAIN A CASH SURPLUS REMARK: The Society should maintain uncommitted funds to use in cases of financial emergency. MOTION: That the Officers of the Society conduct the Society's financial affairs in a manner consistent with the goal to maintain uncommitted funds (i.e. excess of income over expenditures) of $10,000.00 or in an amount sufficient to cover expenses for one year, whichever is greater. AUTHORITY: Passed by the Board of Directors, 16 June 1988. DERIVE INCOME FROM ANNUAL MEETINGS REMARK: The Society must begin to derive income from persons who register for the Society's annual meetings. Most registrants are employed by organizations which are willing to reimburse registration fees (but not dues). MOTION: That the Board of Directors authorize the local organizer of the Society's annual scientific and business meetings to plan the budget with the goal of obtaining an excess of approximately $20 per registrant (excluding students). AUTHORITY: Passed by the Board of Directors, 16 June 1988. DELEGATE FINANCIAL RESPONSIBILITY MOTION: That the Board of Directors delegate to the Society's officers and editors the authority to conduct the Society's financial affairs during fiscal year 1993 in accordance with the Finance Committee's budget proposal for 1992-93. AUTHORITY: Passed by the Board of Directors, June 1992. STRIVE FOR FINANCIAL INDEPENDENCE REMARK: The Board adopted the following policy. which is a tenet of the Finance Committee in 1989, for the instruction and guidance in the future of Finance Committees and of the Society's officers. MOTION: That the Society conduct its affairs in a manner consistent with the goals to be fiscally responsible and to have minimal dependency on the largess of the institutions which employ the Society's officers and editors. AUTHORITY: Passed by the Board of Directors, 27 June 1989. ESTABLISH CONTINUITY BETWEEN BUDGETS REMARK: In 1989 the Society's financial affairs were conducted without a budget from 31 May (end of fiscal year 1988-89) to 27 June (meeting of the Board of Directors). There should be a standard policy dealing with such situations. MOTION: That if the Board of Directors fails to approve a budget for a given fiscal year, the Society's officers and editors shall conduct the Society's financial affairs during that fiscal year in accordance with the budget for the previous fiscal year. AUTHORITY: Passed by the Board of Directors, 27 June 1989. MONITOR EXPENDITURES IN EXCESS OF BUDGETED AMOUNTS REMARK: The Board of Directors must not unnecessarily restrict the Society's officers and editors when they transact the Society's business. Nevertheless, the President (who "shall in general supervise and control all of the business and affairs of the corporation" (Bylaws VI.5)) and the Treasurer (who "shall have charge and custody of and be responsible for all funds and securities of the corporation" (Bylaws VI.7)) must be aware of, and able to deal with, budget overruns. MOTION. That each officer or editor of the Society shall obtain the approvals of both the President and the Treasurer before incurring expenses in excess of the amount budgeted for his (or her) office or publication. AUTHORITY: Passed by the Board of Directors, 27 June 1989. LIMIT EXPENDITURES IN EXCESS OF BUDGETED AMOUNTS REMARK: The Board of Directors should be consulted about significant budget overruns. However, the President should have authority to deal with budget overruns when the amounts concerned are modest or when there is insufficient time to consult with members of the Board. MOTION: That the Board of Directors delegate to the President the discretionary authority to approve unanticipated expenditures totaling at most $1,000 during any fiscal year. AUTHORITY: Passed by the Board of Directors, 27 June 1989. PROCEDURE FOR ELECTIONS TO IFCS COUNCIL REMARK: The Society is required to communicate to the IFCS President the procedure it uses to select Member Representatives to the IFCS Council. MOTION: That the Board of Directors select Member Representatives to the Council of the International Federation of Classification Societies by employing the following procedure. The Board's Nominating Committee shall nominate a slate of at least two candidates. The Board's Members shall then have an opportunity to nominate candidates directly to the slate. The Members shall then elect a Member Representative from the slate. The Hare System shall be used to determine the outcome of the election. AUTHORITY: Passed by the Board of Directors, 16 June 1988. CONDUCTING BOARD BUSINESS BY EMAIL REMARK: In order to conduct business in a timely and efficient manner it is desirable, if not necessary, to conduct business and take action using e-mail as the means of communication. This procedure should be formalized to be sure that everyone has adequate opportunity to participate. MOTION: E-mail Motions for the Board 1. Any Board member wishing to make a motion for consideration by the Board, sends that motion to the President, who will communicate the motion, as given, to the Board, calling for a second. Any remarks the person making the motion wants to provide will be included. 2. Unless there is pressing need for immediate action, the motion will appear in the next Monthly Report. 3. Anyone seconding the motion should send the second to the President within one week. 4. A period of not less than a week will be allowed for discussion among the members of the Board. Any communication should be addressed to everyone. 5. When the President has obtained a second and determined that discussion is concluded, he/she will call for a vote. Members will communicate their vote at that time to both the President and the Secretary. Both will count votes and verify a final tally. "A quorum of a majority of members must vote for a motion to pass or fail." 6. The President will inform the Board of the result. AUTHORITY: Passed by the Board of Directors, 16 June 1994. HARE SYSTEM FOR ELECTIONS Remark: In order to regularize the use of the Hare System the following motion was passed. MOTION: We move that the Hare system, as described below, be used in all elections of the CSNA. On the ballot for a single election, the voter is asked to rank the candidates in order of preference. If desired, the ballots may be aggregated to reduce subsequent effort without changing the election results: this means bringing together all ballots which share a common preference order and replacing them by a single ballot which shows the number of voters represented as well as the preference order. If a ballot omits some candidates, it is called incomplete. To insure that some candidate obtains a majority, the procedure below does not ignore the candidates omitted from an incomplete ballot, but treats them as tied for a rank below the included candidates. In particular, if all the candidates who are included in an incomplete ballot have been eliminated from consideration, then the ballot is called undecided. If there are K candidates still remaining, the procedure below treats an undecided ballot as providing a fractional vote of size 1/K for each remaining candidate. In counting the ballots during a single election, the ballots are first arranged in piles according to the most preferred candidate, one pile for each candidate. Then the number of voters represented by each pile is determined and recorded for use in the election report. These piles remain identified with the same candidates throughout the counting procedure. If one pile represents more than half the voters, the corresponding candidate has a majority in the ordinary sense and the candidate is elected. But if there is no such majority, candidates are eliminated one by one, beginning with the least popular, until one has a majority, as follows: The thinnest pile, that is, the pile representing the fewest voters, is selected, and the corresponding candidate is eliminated. Each ballot from the thinnest pile is distributed into another pile according to the most preferred candidate on the ballot who has not been eliminated. After this distribution, the number of voters represented by each remaining pile is again determined and recorded. If one pile now represents more than half the voters, the corresponding candidate is elected. If not, the procedure in this paragraph is repeated until one pile represents more than half the voters and the corresponding candidate is elected. If an incomplete ballot comes up for distribution to another pile, and all candidates it includes have been eliminated, the ballot is considered undecided and it is placed in a special pile for undecided ballots. When calculating the number of votes represented by each ordinary pile, the total votes represented by the undecided pile are split equally among all remaining candidates, using fractional votes if necessary. If two or more piles are tied when a thinnest pile is to be selected, then the following tie-breaking process is used. From among the piles tied for thinnest is selected the pile (or piles) whose candidate has the fewest first place votes. If two or more thinnest piles still remain, then from among them is selected the pile (or piles) whose candidate has the fewest second place votes. This process is continued as long as necessary, using third place votes, fourth place votes, etc., to select a single thinnest pile. If at the end of the tie-breaking process two or more thinnest piles still remain, then these remaining thinnest piles have their candidates eliminated simultaneously, and all their ballots are distributed in a single process. However, in the rare event that ALL remaining piles were tied for thinnest and that they are ALL still tied after the tie-breaking process, then elimination would not leave any piles at all. In this case, no elimination is done, and selection of the winning candidate from among those not yet eliminated is referred to the Board of Directors, who may choose by any method they desire. If the Board is unable to reach a decision, then the winning candidate is chosen by rolling dice or some similar method. If M nominees are to be chosen in a single election where M is 2 or greater, such as in the election of Elected Directors, then the word 'candidate' is construed to mean a set (or portfolio) of M nominees. This means that each ballot requires a preference order among all possible sets of M nominees. Using this interpretation, the counting procedure is followed as described above. The report for each election consists of a table listing all candidates, with the number of voters that were represented by each pile after each distribution. In addition, if there were any ties for thinnest pile as specified above, the report also includes the counts that were needed to resolve the ties. If anyone is a nominee in elections for two or more positions, such as President-Elect and Elected Director, and may only be elected to one of the positions, then the elections are counted in order of decreasing importance (as determined by the Board) or decreasing length of term (for positions otherwise the same). Anyone who becomes ineligible for a later election due to winning an earlier election is eliminated from the later election, and ballots are distributed to other candidates in the manner described above. AUTHORITY: Passed by the Board of Directors, 16 June 1994. -------------------------------------------------------------------- MODIFIED HARE SYSTEM FOR ELECTIONS Elections shall be by a modified Hare method, ranking only all individual candidates, not all subsets of them. AUTHORITY: Passed by the Board of Directors, 14 June 1996. --------------------------------------------------------------------