ARTICLE IV.—OFFICERS

SECTION 1. DESIGNATION OF OFFICERS

The Officers of the Corporation shall be a President, Vice President, Secretary, and a Treasurer. The Corporation may also have a Chairperson of the Board, one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, Business Managers and other such officers with such titles as may be determined from time to time by the Board of Directors. A person may hold no more than two (2) positions simultaneously as Officer of the Corporation.

SECTION 2. QUALIFICATIONS OF OFFICERS

Any Director may serve as Officer of this Corporation.

SECTION 3. ELECTION AND TERM OF OFFICE OF OFFICERS

Officers shall be elected to two-year terms by the Board of Directors, at the annual meeting of the Corporation, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. No officer shall serve more than two (2) consecutive two-year terms in the same office.

SECTION 4. REMOVAL AND RESIGNATION OF OFFICERS

Any Officer may be removed, either with or without cause, by the Board of Directors, at any time. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of Directors relating to the employment of any Officer of the Corporation.

SECTION 5. VACANCIES IN OFFICER POSITIONS

Any vacancy caused by the death, resignation, removal, disqualifications, or otherwise, of any Officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in the offices or officers appointed at the discretion of the board may or may not be filled as the Board shall determine.

SECTION 6. DUTIES OF PRESIDENT

The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers. S/he appoints all committee chairs. S/he shall perform all duties incident to his or her office and such other duties and may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, s/he shall, in the name of the Corporation, execute such deeds, leases, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

SECTION 7. DUTIES OF VICE PRESIDENT

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.

SECTION 8. DUTIES OF SECRETARY

The Secretary shall:

1. Certify and keep at the principal office of the Corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
2. Keep at the principal office of the Corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
3. Keep a membership record containing the name and address of each and any members, and, in the cases where any membership has been terminated, he or she shall record such fact in the membership record together with the date on which such membership ceased.

SECTION 9. DUTIES OF TREASURER

The Treasurer shall:

1. Have charge and custody of, and be responsible for, all funds and securities of the Corporation and ensure the deposit of all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
2. Ensure the billing and receipt of monies due and payable to the Corporation from any source whatsoever.
3. Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
4. Keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses

SECTION 10. COMPENSATION OF OFFICERS

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this Corporation shall be reasonable and given in return for services actually rendered to or for the Corporation.

ARTICLE V.—BOARD COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE

An Executive Committee comprising the President, Vice President, Secretary and Treasurer shall serve as an Executive Committee of the Board of Directors of the Corporation. The President shall serve as Chair of the Executive Committee. The Executive Committee shall serve as a Nominating Committee for the Board of Directors and is empowered to act on behalf of the Board of Directors, in between Board meetings, with the exception that the Executive Committee may not take action to:

• amend the Corporation’s bylaws;
• elect or remove board members;
• approve or amend the annual budget;
• add or eliminate programs;
• approve mergers; or
• dissolve the corporation.

All minutes of Executive Committee meetings shall be provided to the full Board within two (2) weeks of Committee meetings.

SECTION 2. STANDING BOARD COMMITTEES

The Board of Directors may designate existing committees as Standing Committees, and may vote to create additional Standing Committees to facilitate the operation and administration of the Corporation. Such Committees shall:

• be created by vote of the Board;
• have Committee chairs appointed by the President;
• have written descriptions of their functions and responsibilities;
• meet as required, either via teleconference or in person;
• >adhere to written agendas during meetings and
• maintain written minutes.

Committee members shall be given reasonable written or electronic notice of Committee meetings. With the exception of the Executive Committee, all board members will have the opportunity to volunteer to serve on a particular committee or committees, but the President will appoint Committee chairs and members. With the exception of service on the Executive Committee, service on Committees shall be open to all members of the Corporation, voting and nonvoting.

SECTION 3. OTHER BOARD COMMITTEES AND TASK FORCES

The Board of Directors and/or the President may from time to time create and appoint members to short-term and/or ad hoc Committees or Task Forces to facilitate the work of the Corporation. Service on such Committees and Task Forces Committee shall be open to all members of the Corporation, voting and nonvoting.

ARTICLE VI.—IRC 501 (c) (6) TAX EXEMPTION PROVISIONS

SECTION 1. LIMITATIONS ON ACTIVITIES

No substantial part of the activity of this Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the Internal Revenue Code), and this Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a Corporation exempt for Federal income tax under Section 501 (c) (6) of the Internal Revenue Code, or (b) by a Corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code.

SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of this Corporation shall inure to the benefit of, or be distributable to, its members, Directors or trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Corporation.

SECTION 3. DISTRIBUTION OF ASSETS

Upon the dissolution of this Corporation, its assets remaining after payment, or provision of payment, of all debts and liabilities of this Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (6) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state and the Code of the Internal Revenue Service.

SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS

In any taxable year in which this Corporation is a private foundation as described in Section 509 (a) of the Internal revenue Code, the Corporation (1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; (2) shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal revenue Code; (3) shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code; (4) shall not make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Internal Revenue Code; and (5) shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code.

ARTICLE VII.—AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT

These Bylaws may be amended by vote of the Board of Directors.

Except as may otherwise be specified under provisions of law, these Bylaws, or any article or section of them, may be altered, amended, or repealed and new Bylaws adopted by approval of a majority vote of the Board of Directors. Proposed amendments to these Bylaws must be submitted in writing to the Board of Directors and to all members of the Corporation least sixty (60) days in advance of the meeting at which they are to be acted upon.

Voting and nonvoting members of the Corporation will be notified in writing of any alteration, amendment or repeal of these Bylaws, or the adoption of new Bylaws, within sixty (60) days of the Board’s action.

ARTICLE VIII.—MEMBERS

SECTION 1. CRITERIA FOR MEMBERSHIP

There will be three categories of membership in the Corporation:

1. Professional Member. Required to pass the certification exam, maintain continuing education requirements, pay yearly dues. Professional members have voting privileges in the Corporation and may serve on Board committees or task forces.
2. Supporting Member. Required to pay yearly dues. Will not be certified as a professional Structural Integrator. Supporting members do not have voting privileges in the Corporation but may serve on Board committees or task forces.
3. Candidate Member. Must be a student training to become a professional Structural Integrator. Required to pay yearly dues. Student members do not have voting privileges in the Corporation but may serve on Board committees or task forces.

All members, regardless of category, are expected to keep their membership dues and continuing-education requirements current. Failure to do so may result in cancellation or revocation of membership. All members are encouraged to stay informed about activities of the International Association of Structural Integrators and its Board and Officers. Professional members are encouraged to, in accordance with the Board-established nominating process, identify, nominate and elect Board members.

SECTION 2. VOTING POLICY

Voting rights shall be limited to members in good standing who have been certified as Professional Members. A member in good standing must be current with payment of dues and continuing education requirements. The Board shall set the cost of membership and designate the schedule for payment of dues.

ARTICLE IX.—EXECUTIVE DIRECTOR

SECTION 1. DUTIES OF EXECUTIVE DIRECTOR

The Board may appoint an Executive Director, who shall serve as chief administrative officer of the Corporation and have responsibility for its day-to-day operation, including but not limited to soliciting new members, maintaining contacts with members, developing professional standards subject to the Board’s approval, administering the certification exam, and otherwise acting to promote the purposes of the Corporation and its members.