ASNT

Colorado Section of
The American Society
for Nondestructive Testing

NOTE: The following is a copy of the Constitution and Bylaws as appeared in "Materials Evaluation" (February 2000, pp. 203-208). Is was scanned and OCR'ed, therefore, it may include scanning errors. Please refer to the original for any official purpose.

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    ASNT Constitution and Bylaws*
    [*National]

Constitution

The proposal to change Article IV - Officers, Section 2-Election of the ASNT Constitution brought forth at the 1999 annual business meeting was incorrectly identified as having passed in the January issue of Materials Evaluation page 49. An errata is planned for the March journal with complete details of this proposed amendment. The text below accurately reflects the action taken during the annual business meeting.

ARTICLE I - NAME AND PURPOSE

Section 1 - Name. The name of this organization shall be the American Society for Nondestructive Testing, Inc. (hereinafter called "Society"). The abbreviation "ASNT" may also be used to refer to this organization.

Section 2 - Incorporation. The Society is incorporated under the General Not-for-Profit Corporation Act of the State of Ohio. Its principal office is hereinafter referred to as Headquarters.

Section 3 - Seal. The corporate seal of the Society shall be a circle with the name of the Society around the inside of the edge, the letters ASNT in the center, and a small star below the letters.

Section 4 - Mission. The mission of ASNT is to:

    A. Provide the forum for exchange of NDT technical information;

    B. Provide NDT educational materials and programs;

    C. Provide training, standards, and services for the qualification and certification of NDT personnel;

    D. Promote the discipline of NDT as a profession;

    E. Facilitate and promote NDT research and the application of NDT technology.

Section 5 - Code of Ethics. The Society shall have a Code of Ethics which shall apply equally to all members.

ARTICLE II - LIMITATIONS AND ENDORSEMENT

Section 1 - Limitations. The following limitations shall apply to all operations and activities of the Society: (1) No part of the funds of the Society shall inure to the benefit of any individual, except that salaries and/or other compensation may be paid to ASNT employees and agents, (2) the Society shall engage only in activities which are consistent with Article I, above.

Section 2 - Endorsement. The seal, name, or approval of the Society shall be used only in conjunction with activities which are consistent with the purpose of the Society.

ARTICLE III - MEMBERSHIP

Section I - General.

    A. The membership of the Society shall consist of the following classes: Individual Members, Corporate Members, Sustaining Members, Honorary Members, Student Members, Military Members, and Retired Members.

    B. Those seeking membership shall meet the qualification requirements specified in the Bylaws of the Society, shall fully support and comply with the Society's Code of Ethics, and in addition, shall pay such fees as have been established.

    C. There shall be no membership restrictions based on race, creed, color, sex, citizenship, or country of origin.

    D. Membership in the Society may be suspended or terminated for cause as provided in the Bylaws.

Section 2 - Member Rights and Privileges. Each Individual, Sustaining, Retired, and Honorary Member is entitled to one vote on all matters submitted to the membership for a vote, and may also hold a National office in the Society. Each Individual, Corporate, Sustaining, Honorary, Student, Military, and Retired Member shall receive all publications, announcements, and other material that is distributed to the general membership and shall be eligible for applicable member discounts on purchased publications, conference registration fees, etc.

Section 3 - Records and Membership Lists. All records and membership lists shall be maintained at the Society Headquarters and may be inspected by any Society member. Membership lists are available to Sections and for exchange with other technical societies. Conference attendance lists may be made available to Society conference exhibitors. ASNT may publish the membership list annually including name, address, and phone providing each member is given the opportunity to decline the listing of their name. In addition, the confidentiality of all ASNT certification programs, records, examinations, examination results, and other sensitive data and information shall be fully protected, and shall not be disclosed unless specifically authorized by the Chair of the Board.

ARTICLE IV - OFFICERS

Section 1 - General. The Officers of the Society shall be the Chair of the Board, the President, the Vice President and the Secretary/Treasurer. At no time shall there be two members from the same company or corporation serving as officers of the Society. They shall perform their duties as legally required and as may be specified by the Board of Directors.

Section 2 - Election. The Chair of the Board shall have served as an Officer of the Society for at least one year immediately prior to election to that office. The remaining Officers, namely, the President, the Vice President, and the Secretary/Treasurer shall be elected from the membership of the Society.

Section 3 - Vacancies.

    A. A vacancy in the office of the Chair of the Board, either temporary (inability to perform duties because of extended illness, extended absence from the country, and the like) or permanent, shall be filled in the following order:

      1. By the President.

      2. By the Vice President.

      3. By the Secretary/Treasurer.

      4. By a member of the Board.

    B. Vacancies occurring in the other offices through death, resignation, or any other cause shall be filled until the next Annual Election by a member of the Society selected by the Board. The Board shall give first consideration to the next applicable person in succession.

    C. The affirmative vote of two-thirds (2/3) or more of the voting members of the Board shall be required to fill any vacancy.

ARTICLE V - BOARD OF DIRECTORS

Section 1 - General. The Society shall be governed by a Board of Directors (referred to as the Board) comprised of a minimum of eleven (11) members and a maximum of twenty-seven (27) members. New members of the Board at the time of their election shall not be from the same subsidiary, agency, or institution as serving members. The membership of the Board shall be as provided in the Bylaws of the Society, and the following.

Section 2 - Composition. The Board of Directors shall consist of:

    A. All Officers of the Society.

    B. At least ten (10) Directors, four (4) of which shall have been nominated by the Councils.

    C. The Executive Director (ex officio).

Section 3 - Balance. A ratio of at least ten (10) elected Directors to four (4) Officers shall be maintained.

Section 4 - Vacancies. Vacancies occurring in the elected Director positions, through death, resignation, or any other cause shall be filled until the next Annual Election by a member of the Society selected by the Board. The affirmative vote of two-thirds (2/3) or more of the voting members of the Board shall be required to fill these vacancies.

ARTICLE VI - EXECUTIVE COMMITTEE

The Executive Committee shall consist of the following voting members: Chair of the Board, President, Vice President, Secretary/Treasurer, Council Chairs, and the Executive Director. The President shall preside at meetings of the Executive Committee. In the absence of the President, the Vice President shall preside.

ARTICLE VII - MEETINGS

Section 1 - Annual Business Meetings. The Society shall hold an Annual Business Meeting during each fiscal year as provided in the Bylaws.

Section 2 - Special Business Meetings. Special Business Meetings of the Society may be called by the Chair of the Board for business of a special nature.

Section 3 - Other Meetings or Conferences. The Society shall hold educational, technical, engineering, or scientific meetings, symposia, or conferences at such times and at such places as are approved by the Board.

ARTICLE VIII - SECTIONS AND GROUPS

Section 1 - Formation. The Board shall establish Sections and Groups in accordance with the provisions specified in the Bylaws and the following.

Section 2 - Purpose and Limitations. The purpose of each Section or Group shall be to carry out, within a specified geographical area, the purpose of the Society as stated in Article I. The limitations stated in Article II shall apply to all operations and activities of each Section or Group.

Section 3 - Issuance of Charter. The Board shall grant charters to authorized Sections which provide the authority to carry on the work of the Society, and are subject to the rights, privileges, and obligations specified in the Constitution and Bylaws, and by the Board. If a Section should dissolve for any reason, the Charter shall be returned to the Executive Director.

Section 4 - Revocation of Charter.

    A. The Charter of any Section may be revoked by the affirmative vote of two-thirds (2/3) or more of the voting members of the Board, provided that such action is determined to be justified at a hearing by the Board. This hearing shall be held at least thirty (30) days after notice is provided in writing to the Chair and Secretary of that Section advising them that revocation of this Section's charter is to be considered. The notice shall set forth the reasons advanced for the revocation of the Charter Representatives of the Section, not exceeding five (5) in number, shall be entitled to appear and be represented by counsel in opposition to the revocation at the hearing by the Board. The affected Section may also submit a written statement for consideration by the Board.

    B. Upon revocation of the Charter of a Section, the affairs of that Section shall be closed under the supervision of the Executive Director, and all funds or other property remaining after payment of the Section's debts and obligations shall be transferred to the Society.

ARTICLE IX - FELLOW OF THE SOCIETY

The Board may bestow the Award of Fellow on members of the Society who meet established qualifications and who have been properly nominated for this award, as specified in the Bylaws. No more than 15 members of the Society shall be elected Fellow in any one (1) calendar year.

ARTICLE X - RULES FOR THE GOVERNMENT OF THE SOCIETY

The Board shall be authorized to adopt and amend Bylaws of the Society which are not inconsistent with this Constitution for the regulation of the Society. In addition, operating procedures shall be prepared which document and interpret Society policy and Board actions, as appropriate.

ARTICLE XI - DISSOLUTION PROCEDURE

Section 1 - General. The Society may be merged, consolidated, or dissolved; and its assets may be sold, leased, exchanged, mortgaged, pledged, or otherwise disposed of in compliance with the Ohio General Not-for-Profit Corporation Act, and the Articles of Incorporation of the Society.

Section 2 - Assets. All residual assets shall be transferred to a federal tax exempt organization that shall be selected by the Board of Directors.

ARTICLE XII - AMENDMENTS

Section 1 - Exclusive Procedure. This Constitution may be amended only as provided in this Article.

Section 2 - Proposing Amendments.

    A. Members shall have the right to propose amendments to the Constitution by submitting petitions to the Board which contain the substance of such proposed amendments. Upon receipt of a petition signed by not less than one percent (1%) of the Society's voting members, including at least ten (10) members each from at least five (5) different Sections, the Board shall submit the proposed amendments contained in said petition to the Society's membership for adoption

    B. The Board may, by the affirmative vote of two-thirds (2/3) or more of the voting members of the Board, propose amendments to the Constitution for adoption by the Society's membership. C. At the discretion of the Board, editorial changes may be accomplished. These editorial changes would require the affirmative vote of two-thirds (2/3) or more of the voting members of the Board.

Section 3 - Publication. Proposed amendments to the Constitution shall be published in an official publication of the Society at least sixty (60) days prior to the date of the Business Meeting at which the proposed amendments are to be considered.

Section 4 - Adoption. After publication, proposed amendments to the Constitution shall be submitted to the membership as a motion at the next Business Meeting of the Society. Amendments shall be adopted upon the affirmative vote of at least two-thirds (2/3) of the votes cast at said Business Meeting.

Section 5 - Effective Date. Amendments to the Constitution shall take effect upon adoption by the Society's membership as provided herein unless an amendment stipulates an effective date, in which case that amendment shall become effective on the date stipulated.


Bylaws

ARTICLE I - PRINCIPAL OFFICE

The principal office of the Society (hereinafter called Headquarters) shall be located in Columbus, Ohio.

ARTICLE II - NONRESPONSIBILITY OF THE SOCIETY

The Society shall not be responsible for any personal views, theories, or statements advanced in papers, articles, letters, public statements, advertisements, or in discussions presented at its meetings or set forth in any of its publications, and such disclaimers shall be prominently displayed where appropriate.

ARTICLE III - MEMBERSHIP

Section 1 - Application for Membership.

A. Application for membership in the Society as an Individual, Corporate, Sustaining, Student, Military, or Retired member shall be in writing in such form and detail as required by Headquarters; shall be signed by the applicant; and shall be accompanied by the appropriate fees. Applications shall be submitted either to the Executive Director at headquarters, or to the Secretary or Chair of the Section with which the applicant desires to affiliate.

B. All applications and fees submitted to a Section shall be forwarded to the Executive Director at Headquarters within thirty (30) days.

Section 2 - Fees. Fees, and remission of fees to Sections, shall be as established by the Board of Directors (hereinafter called the Board) of the Society.

Section 3 - Membership Classes and Qualifications.

    A. Individual Members

      1. All persons engaged in or interested in furthering the purposes of the Society are eligible for admission as Individual Members.

      2. Individual Members may vote and hold a National office in the Society.

    B. Corporate Members

      1. Corporate Members shall be companies, organizations, or individuals that desire to promote the welfare of the Society.

      2. Corporate Members obtained through a Section of the Society shall be enrolled in that Section, if they so desire.

      3. Corporate Members, however obtained, have the privilege of designating three (3) persons as Individual Members; divided among one, two, or three different Sections, if they so desire.

    C. Sustaining Members

      1. Sustaining Members shall be individuals who desire to promote the welfare of the Society.

      2. Sustaining Members shall be enrolled in the Section specified in the admission application, if they so desire.

      3. Sustaining Members may enroll in more than one Section by paying the established fee for each specified Section.

      4. A Sustaining Member may vote and hold a National office in the Society.

    D. Honorary Members

      1. An Honorary Member shall be a person of acknowledged eminence in the domain covered by the Society, and/or shall have made outstanding contributions to the Society through services as an Officer, Member, or benefactor to the Society.

      2. Honorary Members may be nominated (in writing) by at least ten (10) members of the Society. Each nomination shall state the qualifications of the nominee and shall be submitted to the Society's Board of Directors for approval. Members may also be nominated by the Board.

      3. Honorary Members shall be elected by the affirmative vote of two-thirds (2/3) or more of the voting members of the Board.

      4. No more than two (2) Honorary Members may be elected during each calendar year.

      5. Honorary Memberships are bestowed for the life of the individual, and Honorary Members shall be entitled to all the rights and privilege of Individual Members.

    E. Student Members

      1. Student Members shall be either: (a) full time students, or (b) part time students.

      2. A Full Time Student Member shall be a person who is interested in the purposes of the Society, and who is currently enrolled in a school, college or university as a full time student.

      3. A Part-time Student Member shall be a person who, on a part-time basis is taking, or who within the six month period prior to application, has satisfactorily completed a recognized course in nondestructive testing given by an ASNT Section, an educational institution, a professional organization, or through an industrial training program. Application for Part-time Student membership is accepted only once, and only for a one year period. Current or former ASNT members are not eligible for this membership class.

      4. Applicants must forward with the application a transcript or official letter of current registration, or a copy of a diploma or certificate of completion.

      5. Student Membership shall not extend for more than one (1) year beyond the period of enrollment as a student. Conversion from Student Membership to Individual Membership shall occur upon the payment of dues for Individual Membership.

      6. Student Members may not vote or hold a National office in the Society.

    F. Military Members

      1. A Military Member shall be a person who is interested in the purposes of the Society, and who is serving full time in the military with a grade up to and including E-5.

      2. Military Membership shall not extend for more than one (1) year beyond the period of military service. Conversion from Military Membership to Individual Membership shall be by the payment of dues for an Individual Membership, and is to be made at the time of membership renewal immediately following attainment of Grade E-6 or discharge.

      3. Military Members may not vote or hold a National office in the Society.

    G. Retired Members

      1. Members of the Society who have paid the full membership dues for at least fifteen (15) years, are at least sixty (60) years old, retired, and not receiving remuneration of any kind for nondestructive testing activity shall be granted Retired Member status upon application to the Executive Director.

      2. Retired Members may vote and hold a National office in the Society.

Section 4 - Delinquency, Suspension, and Termination.

    A. The membership of any Member who is delinquent in the payment of annual fees for more than sixty (60) days shall be suspended. Such Members shall be removed from the rolls of the Society, and shall not receive any further publications of the Society. The Executive Director shall notify such Members of this action. To be reinstated, the individual must re-apply for membership in accordance with Section 1 of this Article, and pay all fees normally required with new Member applications.

      1. In addition to suspension of membership for nonpayment of annual fees as provided above, the Board may terminate the membership of any member of the Society for violation of the Constitution or Bylaws of the Society or its Sections, or willful acts contrary to the Society's Code of Ethics. Cause must be shown at a hearing of the Board duly called and held after at least thirty (30) days notice in writing to the member whose membership is in jeopardy. The member shall have the right to speak or submit a written statement on his or her own behalf and may be represented by counsel at the hearing. The decision of the Board shall be final.

ARTICLE IV - OFFICERS

Section 1 - Chair of the Board.

    A. The Chair of the Board shall be the executive head of the Society, acting for and with the approval of the Board.

    B. The Chair of the Board shall preside at all Board meetings and at all annual and special business meetings of the Society and shall perform such other duties as may be assigned by the Board.

    C. The Chair of the Board shall appoint the chairmen and members of the standing and ad hoc committees of the Board that report to the Board.

    D. A full description of the Chair of the Board's duties shall be maintained in the Society's Policy Manual.

Section 2 - President.

    A. The President presides at all Executive Committee meetings and is the Chief Operating Officer of the Society.

    B. The President shall perform the duties of the Chair of the Board in his absence or in his inability to act.

    C. The President shall perform such other duties as are delegated by the Chair of the Board, as assigned by the Executive Committee or the Board, or as defined in the Society's Policy Manual.

    D. The President shall appoint the chair and members of standing and ad hoc committees of the Board that report directly to the Executive Committee.

Section 3 - Vice President.

    A. The Vice President shall perform the duties of the President in the absence of the President, or the inability of the President to act.

    B. The Vice President shall serve as parliamentarian during all meetings of the Executive Committee and the Board of Directors, and during all business meetings of the Society.

    C. The Vice President shall perform such other duties as are delegated by the President or assigned by the Board, or as defined in the Society's Policy Manual.

Section 4 - Secretary/Treasurer.

    A. The Secretary/Treasurer shall keep, or cause to be kept, all of the Society's financial and nonfinancial records, and shall assure that proper receipts are obtained for all moneys disbursed. If required by the Board, be bonded at the expense of the Society for the faithful discharge of duties in such sum and with such sureties as the Board will determine.

    B. The Secretary/Treasurer shall serve as the Recording Secretary for the Board and the Executive Committee; shall be responsible for the Agendas and Minutes of Annual and Special Business Meetings; shall keep or cause to be kept all minutes of the Board and Executive Committee.

    C. The Secretary/Treasurer shall be the financial Officer of the Society and shall report the financial condition of the Society to the Board whenever requested, and to the membership at the Annual Business Meeting.

    D. The Secretary/Treasurer shall perform such other duties as are delegated or assigned and as are defined in the Society's Policy Manual.

Section 5 - Terms of Office. The terms of all Officers shall begin, following their installation, upon adjournment of the Annual Business Meeting of the Society. However, the retiring Chair of the Board may continue to act as Chair of the Board until the next meeting of the Board of Directors. The term of all Officers shall be one (1) year, or until their successors have been elected and installed. Any Officer who has served more than one-half (1/2) term in one office shall be considered to have served a full term in that office.

ARTICLE V - BOARD OF DIRECTORS

Section 1 - Activity. The affairs of the Society shall be governed by a Board of Directors chosen from among its members.

Section 2 - Composition. The Board of Directors shall consist of:

    A. The Chair, who shall be the Immediate Past President, and who shall preside at all Board meetings.

    B. The President, the Vice President, and the Secretary/Treasurer.

    C. Ten(10) Directors, four (4) of whom shall have been nominated by the Councils.

    D. The Executive Director, who shall be an ex officio member without vote of the Board.

Section 3 - Terms of Office.

    A. The terms of all Directors shall begin, following their installation, upon adjournment of the Annual Business Meeting of the Society. B. The term of each newly elected or appointed Director shall be as follows:

      1. All Council-nominated Directors, one (1) year minimum; three (3) years maximum;

      2. All other Directors, three (3) staggered terms such that two (2) new Directors are elected each year.

Section 4 - Vacancies. Vacancies on the Board shall be filled in accordance with the Constitution.

Section 5 - Board Meetings. At least three (3) meetings of the Board shall be held during each fiscal year. These meetings shall be held at such times and places as may be decided by a majority of the voting members of the Board, or as designated by the Chair of the Board. The members of the Board shall be given written notice (by mail or telegram) of Board meetings at least ten (10) days prior to each meeting. An agenda of items to be considered for Board action shall be prepared and followed in conducting Board meetings. If practical, receipt of the agenda by Board members should precede all meetings. Unless otherwise specified in the Constitution or Bylaws, all questions which come before the Board shall be decided by a majority of the votes cast. Within forty-five (45) days after each Board meeting, the Secretary/Treasurer shall submit a copy of the meeting minutes to each regular and ex officio member of the Board.

Section 6 - Quorum. At least two-thirds (2/3) of the voting members of the Board must be present to constitute a quorum.

Section 7 - Voting Between Meetings. Votes may be conducted between official meetings of the Board by mail or telephone in accordance with a Board-approved procedure, when approved by the Chair of the Board, or upon written request by at least three (3) voting members of the Board.

Section 8 - Regulation. The Board shall regulate its own proceedings and may, by resolution, delegate specific powers to specific committees approved by the Board. Policies and procedures that have been approved by the Board shall be documented in the Society's Policy Manual as appropriate.

ARTICLE VI - COMMITTEES AND COUNCILS

Section 1 - Establishment. Standing Committees with duties assigned by and reporting directly to the Board shall be appointed by the Chair of the Board. Standing committees reporting directly to the Executive Committee will be appointed by the President unless otherwise specified in the Policy Manual. All such appointments shall be subject to approval by the Board. Ad hoc committees may be established by the Chair of the Board or the President, however, such assignments must be confirmed in writing. Council shall be authorized, established or dissolved only by action of the Board.

Section 2 - Job Descriptions. Complete Job Descriptions for all Committees, together with the assigned responsibilities as delegated by the Board, shall be documented in the Society's Policy Manual.

Section 3 - Executive Committee.

    A. The Executive Committee shall carry out its assigned duties as specified in the Policy Manual.

    B. At least three meetings of the Executive Committee shall be held during each fiscal year on such dates and at such locations as this committee may determine. Additional meetings may be called by the President, or upon written request by three or more members of this committee.

    C. A majority of the members of the Executive Committee, including either the President or the Vice President, must be present to constitute a quorum.

    D. Action of the Executive Committee on any matter shall be determined by the concurrence of a majority of the voting members present.

    E. Within thirty (30) days after each Executive Committee meeting, the Secretary/Treasurer shall send a copy of the meeting minutes to each regular and ex officio member of the Board.

Section 4 - Councils.

    A. Councils shall be authorized and established by the Board as appropriate to fulfill the needs of the membership and the purpose of the Society. Upon authorization by the Board, each new or re-organized Council shall prepare Rules of Conduct to govern and regulate its operation, and shall submit such Rules of Conduct to the Board for approval. Each Council's Rules Of Conduct shall define the scope of the Council, shall contain appropriate operating procedures and job descriptions, and shall be in harmony with the Constitution and Bylaws of the Society. At the discretion of the Board, any new or re-organized Council may initiate specific activities within its intended scope prior to final Board approval of that Council's Rules of Conduct. Each authorized Council shall be represented on the Executive Committee, even though its Rules of Conduct may not yet have received final Board approval.

    B. In case of dissolution of a Council, that Council's representatives shall retire from the Executive Committee, and all funds held by the Council shall revert to the Society's treasury.

ARTICLE VII - MEETINGS

Section I - Annual Business Meeting.

    A. The time and place of the Annual Business Meeting (usually held in conjunction with the Fall National Conference) shall be as prescribed by the Board. Written notice of each Annual Business Meeting shall be given to each member entitled to vote no less than five (5) nor more than forty (40) days prior to such meetings. The foregoing notice requirement may be satisfied by publishing a notice of said meeting in any issue of an official journal of the Society, mailed within the foregoing period to the members entitled to vote.

    B. At all Annual and Special Business Meetings of the Society, a quorum shall consist of at least fifty (50) voting members present in person, including at least one (1) member each from at least ten (10) different Sections. A majority of those present, although not a quorum, may adjourn the meeting.

Section 2 - Rules of Order.

    A. Unless otherwise specified in the Constitution or Bylaws, Robert's Rules of Order shall apply at all business meetings of the Board, the Executive Committee, and the Society.

    B. Unless otherwise specified in the Constitution or Bylaws, all questions which come before the Board, the Executive Committee, or the Society shall be decided by a majority of the votes cast, including abstentions.

Section 3 - Financial Status. At each Annual Business Meeting, the Secretary/Treasurer shall report on the financial status of the Society.

Section 4 - Elections. At each Annual Business Meeting, the Chair of the Board, the President, the Vice President, the Secretary/Treasurer, and newly selected Directors shall be formally elected in accordance with the procedures specified in these Bylaws.

Section 5 - Attendance at Meetings. All committee meetings of the Society shall be considered open to the membership of the Society unless otherwise specified in the governing policy. Members wishing to attend ASNT policy regulated committee meetings (specifically BOD Committees), where membership requires election or specific selection shall seek permission to attend through the chair of that committee. The chair of a committee has the right, through Robert's Rules of Order, to otherwise limit or restrict admittance during the normal conduct of a meeting. Society Board of Directors shall have unrestricted access to all ASNT meetings except for investigative meetings of the Oversight Committee. Board members should, out of courtesy, notify the committee chair before the meeting commences.

Section 6 - Voting at Meetings. At all meetings of the membership of the Society, members having voting rights may vote in person. The member may vote by proxy on a specific issue provided the proxy vote is authorized in writing by the member or by a duly authorized attorney-in-fact. The member's stance in favor of or against the issue shall be clearly stated and the casting of the proxy vote shall be as stated. An individual, other than the chairperson, shall not cast more than one proxy vote on a single ballot. Proxy votes cannot be used to establish a quorum. No proxy vote shall be valid for more than thirty (30) days from the date of execution.

Section 7 - Meeting Minutes Approval. The Secretary/Treasurer shall distribute and ballot for membership review the Business Meeting Minutes to the Board of Directors within 45 days of the meeting. The Board of Directors shall complete the ballot within 10 days of receiving the minutes. After ballot approval, these minutes shall be published in Materials Evaluation requesting additions, revisions or comments from the membership within 30 days of publication. If no comments are received, approval shall be ratified at the next Business Meeting. If comments are received, the Secretary/Treasurer shall validate all comments with the Board of Directors. Validated comments shall be incorporated into the minutes, revised copies distributed for approval at the next Business Meeting. All other comments shall be distributed at same meeting with explanation for non-validation.

ARTICLE VIII - SECTIONS AND GROUPS

Section 1 - Authorization. The Board may, at its discretion, authorize the organization of Sections and Groups for purposes in harmony with the Constitution and Bylaws of the Society.

Section 2 - Formation.

    A. Members in any locality desiring to form a Section shall petition the Board of Directors as set forth below.

    B. The petition shall set forth facts designed to show that the formation of a Section is advisable and shall state the proposed name and location of the Section. The petition shall be signed by at least ten (10) persons who are members of the Society, or who are applying for membership. The petition shall be forwarded to the Executive Director at Headquarters for action by the Board.

Section 3 - Continuity. A minimum of three (3) local meetings per year shall be necessary to maintain a Section in good standing.

Section 4 - Groups. Whenever it shall appear to the Board that: (1) a group of members is interested in the work of the Society, (2) such members are in a locality where distance renders attendance at existing Section meetings impractical, and (3) the permanence required for a Section is not assured, the Board may authorize the Executive Director to organize such members into a group. Implementation details will be delineated on a case basis as they will be unique to each situation.

Section 5 - Conduct of Affairs. Each Section or Group shall submit reports to Headquarters on their operations and activities, financial and otherwise, and shall adhere to all rules and regulations specified in the Constitution and Bylaws, and by the Board.

Section 6 - Financial Responsibility. Control and accountability for all funds, property, and other assets is the responsibility of each Section or Group. The Section or Group Treasurer shall file a financial statement with Headquarters no later than September 30 of each year showing all of the Section's income and expenses for the fiscal year just concluded.

Section 7 - Commercial Exhibits. Each Section or Group is encouraged to organize and conduct educational activities appropriate for the local area. In some cases, commercial exhibits may be planned in conjunction with educational activities. A registration fee and exhibit fees may be imposed to defray the expenses. The amount of such fees should be established to avoid removing the Section or Group from its nonprofit status. Whenever exhibitors will be charged a fee to display a product authorization must be requested by the Section or Group from the Board at least six (6) months in advance.

ARTICLE IX - FELLOW OF THE SOCIETY

The qualifications of candidates and the procedures for nominating members for the Award of Fellow are as follows:

    A. A Fellow of ASNT shall be an Individual, Sustaining, Honorary, or Retired Member who is of unusual professional distinction, and who has made continued significant contributions to the advancement of nondestructive testing and evaluation in areas such as management, engineering, science, education, or administration. In addition, the nominee shall have demonstrated support for the Society through contributions and participation at the local and/or national level.

    B. Nominations for the Award of Fellow shall be made by the candidate's local Section Chairman, by any member of the ASNT National Board of Directors, or by any ASNT Fellow. All nominations shall be in the form of petitions, with required supporting documentation, and in such form as may be required by the Board. Nominees must meet the requirements of Paragraph A above, have at least fifteen (15) years of professional NDT-related experience, and have been members of ASNT for not fewer than ten (10) years. In addition, membership shall not have been interrupted more than two times with a total interruption time not to exceed two years. All of the mentioned time qualifications shall be met as of the nomination due date.

    C. Nominees shall be elected Fellows by the affirmative vote of at least two-thirds (2/3) of the voting members of the Board. Nominees so elected shall be installed as Fellows at the Annual Business Meeting of the Society following the date of their election.

ARTICLE X - OPERATION AND GOVERNMEN

Section 1 - Government. The Society shall be governed by its Constitution and Bylaws, in harmony therewith. In addition, a Policy Manual shall be prepared and maintained to document and interpret Society policies and Board actions, as appropriate, and to define operating procedures for the Society, the Executive Committee, and the Board.

Section 2 - Executive Director and Staff. The Board shall employ an Executive Director to serve as the administrator of the operations of the Society to direct the activities of Headquarters and the staff of the Society, and to perform such other duties as may be assigned to him/her by the Board within the framework and intent of the Constitution and Bylaws. The Executive Director shall receive direction from, and be responsible to, the Executive Committee. The office of the Executive Director shall be at Headquarters. As directed by the Executive Committee, the Executive Director shall cause the Society to employ a staff. The Executive Director shall establish the compensation for members of the staff, subject to approval by the Executive Committee.

Section 3 - Financial.

    A. The fiscal year of the Society shall begin on July 1 and end on June 30 of each year.

    B. Any expenditure of funds other than approved in the current fiscal budget of the Society shall not be made unless specifically approved by the Board.

    C. The Board of Directors shall employ, on an annual basis, a Certified Public Accountant or a firm of Certified Public Accountants who shall conduct an annual general audit of the finances of the Society and report the findings of such audits directly to the Board of Directors.

Section 4 - Publications. The official record of technical matters and reports of the business, finance, and news of the Society shall be issued in the form of a periodical, which shall be an official journal of the Society, and which shall be titled Materials Evaluation. Additional official ASNT publications may be authorized by the Board.

Section 5 - Nominations and Elections.

    A. The ASNT Board of Directors Selection Committee shall consist of the following members:

      1. The immediate Past Chair of the Board of the Society, who shall chair the committee;

      2. Three (3) members and two (2) alternates to the committee, appointed by the current President;

      3. Two (2) members and two (2) alternates to the committee, appointed by the Councils;

      4. Two (2) members and two (2) alternates to the committee, appointed by the Standing Committees of the Board of Directors.

    B. The ASNT Board of Directors Selection Committee shall be comprised in individuals with the following qualifications and restrictions:

      1. Qualifications - A member of this committee shall:

        a. Have prior ASNT National Director, Council Officer, and/or Standing Board Committee leadership involvement, but shall not be a current ASNT National Officer or Director;

        b. Have an excellent professional and personal reputation with regard to fairness and integrity;

        c. Have knowledge of business, current and future trends, issues and needs of the industry and the Society;

        d. Have demonstrated ability to conduct an objective evaluation of the candidates' previous ASNT service.

      2. Restrictions - A member of this committee shall not:

        a. Have any conflict of interest with regard to any of the candidates;

        b. Serve on the committee at the same time as another member affiliated with the same company;

        c. Participate in the evaluation of any candidate from the committee member's company.

    C. The ASNT Board of Directors Selection Committee shall serve for a term of one (1) year.

    D. It shall be the duty of the ASNT Board of Directors Selection Committee to submit a slate of candidates for the offices of Chair of the Board, President, Vice President, and Directors. The incumbent President of the Society shall become Chair of the Board for the following year. The incumbent Vice President and Secretary/Treasurer shall be given first consideration for President and Vice President, respectively. In making their selection for Directors, the ASNT Board of Directors Selection Committee will carefully review the qualifications of each candidate who has been nominated (including council nominees).

    E. The Secretary/Treasurer shall be nominated by a majority of the voting members of the Board and shall have been a member of ASNT at least ten (10) years and shall have five (5) years of ASNT national involvement and shall have been a member of the Board for at least one(l)year.

    F. To ensure adequate notice of this activity, (1) the names of the members of the Selection Committee shall be published in the December issue of an official journal of the Society, and (2) the Chair of the Selection Committee shall prepare a letter outlining the procedures for nomination and shall send this letter to each active Section advising the Chair to canvass the Section membership. This letter is to be forwarded to the Sections by the first of December.

    G. The reports of the Selection Committee and the Board giving the names of the nominees shall be submitted to the Secretary/Treasurer during the Spring meeting of the Board.

    H. The nominees for the various offices shall be announced in the June issue of the official journal of the Society. Members may then submit additional names for each office by written petition signed by not less than five (5) percent of the Society's voting members, including at least ten (10) members each from as least 10 different sections. Such petitions are to be forwarded to the Secretary/Treasurer of the Society.

    I. If, by July 15, no valid petitions for additional nominees are received by the Secretary/Treasurer, the Secretary/Treasurer shall, at the next Annual Business Meeting, be instructed by the Chair of the Board to cast a unanimous ballot for the candidates selected by the Council, Selection Committee and the Board. If there are valid petitions, properly signed, and received by the Secretary/Treasurer prior to July 15, a ballot shall be mailed to the membership of the Society by August 1. To be valid, returned ballots must be postmarked no later than September 1. Tellers shall be appointed by the Chair of the Board to count the ballots by September 15, and to report the results of this compilation at the next Annual Business Meeting. The candidates receiving the highest number of votes shall be elected and installed.

ARTICLE XI - REMOVAL OF OFFICERS AND DIRECTORS

Section 1 - Removal from Office. Any ASNT Officer or Director is subject to removal from office for nonperformance of duties as delineated below and in the Society's Policy Manual. Upon written notification by any member of the Society detailing charges, the Chair of the Board shall appoint two (2) members of the Board to serve on a Special Board Committee. The Chair of the Board shall be the chair of this committee. This committee shall conduct an investigation of the charges and submit a written report to the Board detailing the charges and their findings. If appropriate, the Chair of the Board will then establish a date for a hearing by the Board not less than thirty (30) days from the date of the Special Board Committee report. The individual charged has the right to be present at the hearing, to present his or her case in person or in writing, and to be represented by counsel. An affirmative vote by two-thirds (2/3) or more of the voting members of the Board is required for removal. The vacancy created by such removal shall be filled in accordance with the Constitution and Bylaws.

Section 2 - Nonperformance of Duties. Nonperformance of duties is defined as being any one or more of the following:

    A. Unexcused absence from two consecutive Board meetings.

    B. Failure to meet three or more assigned deadlines.

    C. Breach of confidentiality of either Executive Committee or Board decisions and actions when such discussions are declared confidential by the Resident or Chair of the Board, respectively.

    D. Statement or actions inimical to the Society or the Board.

ARTICLE XII - AMENDMENTS

Section 1 - Board Action. The Board of Directors, by the affirmative vote of two-thirds (2/3) or more of the voting members of the Board, may add to, amend, or repeal these Bylaws, provided that the membership of the Society shall have been notified of the proposed changes at least forty-five (45) days before the proposal is voted upon by the Board of Directors. At the discretion of the Board, editorial changes may be accomplished. These editorial changes would require the affirmative vote of two-thirds (2/3) or more of the voting members of the Board.

Section 2 - Member Rights. Society members may propose revisions to these Bylaws by submitting a petition to the Chair of the Board which contains the substance of the proposed revision(s), and is signed by at least twenty (20) voting members of the Sedate.

Section 3 - Conformance. All amendments and revisions to the Bylaws shall be in conformance with the Constitution.

ARTICLE XIII - INDEMNIFICATION

The Society shall indemnify any and all of its Directors, Officers, Executive Director, Staff, former Directors and former Officers and parties who perform functions authorized by the Board of Directors, against expenses and attorney fees actually and necessarily incurred by them in connection with the defense or settlement of any action, suit, or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been Directors or a Director, or Officers or an Officer, or Staff Member of the Society except in relation to matters as to which any Director or Officer or Staff Member shall be adjudged in such action, suit, or proceeding to be liable for willful misconduct in the performance of duty, and to such matters as shall be settled by agreement predicated on the existence of such liability.

ARTICLE XIV - TERMINATION OF COMMITTEE MEMBERS

The Chair of any ASNT committee (standing, ad hoc, or otherwise) shall have the authority to determine the effectiveness of individual committee members and to cause the removal of any appointed member from the committee in question. Termination of a committee member will be by two-thirds (2/3) vote of the committee. Committee members will be subject to termination if they fail to meet the committee participation requirement scribed in the appropriate Council Rules of Conduct. Committee members may also be subject to termination if they fail to perform their assigned duties as required by the committee Chair. Committee members who are terminated can appeal the committee action in writing. This will be to the next higher authority in the chain of authority; e.g., in the case of Technical Council, a relieved Method Committee person could appeal to the Methods Division Chair. The above policy will be part of each Council's Rules of Conduct. Individual committee members may voluntarily terminate their individual committee responsibilities by resigning at any time.



Last modification of this page: Sun, Mar 4, 2001 / 4:08 PM