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Boston, MA



BY-LAWS

20 May 2007

ISA, BOSTON SECTION, INC.

ARTICLE I

The name of this organization shall be: ISA, Boston Section, Inc., (hereafter referred to as “the Section”) a non-profit corporation under Section 501 (c) (3) of the U.S. Internal Revenue Code, organized in the Commonwealth of Massachusetts, with its principal office located at 14 Towle Road, Walpole, Massachusetts 02081.

ARTICLE II.

The objective of the Section shall be to advance and to reinforce the arts and sciences related to the theory, design, manufacture and use of instrumentation, computers, and systems for measurement and control in the various sciences and technologies for the benefit of mankind.

ARTICLE III.


Any person who is a member of our national organization, ISA - The Instrumentation Systems, and Automation Society is eligible for membership in the Section, and may become a member of the Section by indicating an interest in being a member. There shall be seven grades of membership:
  • Member
  • Student Member
  • Senior Member
  • Life Member
  • Fellow
  • Life Fellow
  • Honorary

All membership grades except Student Member are permitted to vote in Boston Section elections and ballot questions. Members may view the membership list by referring to the ISA -The Instrumentation, Systems, and Automation Society website.

ARTICLE IV


1. An individual whose membership in ISA lapses shall lose the privilege of membership in the Section. They may participate in section activities, but may not hold office, be a committee chairman, or vote.

2. The Section fiscal year shall be from June 1st until May 31st of the following year.



ARTICLE V


  1. The officers of the Section shall be: President, Vice President, Treasurer, Secretary, Clerk, National Delegate, and Chairmen of the standing committees. The President, Vice President, Treasurer, and Secretary shall be elected as described in Par. 2 below. Committee Chairmen, Clerk, and National Delegate shall be appointed by the President, with the approval of the elected officers. Any of the officers or committee chairmen may also be National Delecgate.
  2. ) The President shall appoint a nominating committee of not less than two members, subject to the approval of the Executive Committee, no later than the first regular meeting of the new calendar year. The Nominating Committee shall draw up a slate of candidates for all offices to be presented at the March meeting. Nominations from the floor may be made at any time prior to the election. Any nominee not present shall be advised of their nomination by telephone, U.S. Mail, or e-mail of their nomination by the Chairman of the Nominating Committee. All nominees shall indicate that they accept the nomination; otherwise, another nominee shall be selected.
  3. Election of officers will be held during the April meeting. The meeting notice shall state that elections will be held at that meeting. The outcome shall be determined by majority vote of members present. A quorum shall consist of fifteen (15) members.
  4. Officers and Committee chairmen shall assume office June 1 following election, for a term of one (1) year, their term expiring on May 31st of the following year, except that the Secretary and Treasurer shall serve a two-year term. The Secretary and Treasurer shall be elected separately during alternate years
  5. In the event of a vacancy, the President shall have the power to make an appointment for the remainder of the term vacated, with the approval of the Executive Committee


ARTICLE VI


The Executive Committee shall be composed of the officers of the Section, and the latest living ex- President who is currently a member of the Section. At meetings of the Executive Committee, six of the members of the Executive Committee shall constitute a quorum. A majority vote of the Executive Committee members present at the meeting shall be required to carry a motion. In the event of a tie vote, the President's vote will determine the vote.

ARTICLE VII


The control and management of the affairs, property and funds of the Section shall be vested in the Executive Committee.

ARTICLE VIII



  1. The President shall be the Executive Officer of the Section, and shall preside over meetings of the Section and of the Executive Committee
  2. An annual report as required by Massachusetts General Laws Chapter 180, Section 26A, shall be submitted to the Secretary of the Commonwealth by the Clerk of the Corporation. The Clerk shall also act as the Society Parliamentarian, using Roberts Rules of Order as the authority.
  3. The Secretary shall advise new members that the current By-Laws, are posted on the Section's website. The Secretary will provide a copy of the membership list to a member upon request.
  4. All officers shall perform the duties usually associated with their offices as set forth in Roberts Rules of Order.
  5. In the absence of the President, the Vice-President shall preside. In the absence of the President and Vice-President, any member of the Executive Committee may preside.


ARTICLE IX

The following committees and their duties shall be permanent. The chairman is to choose at least two members to work with him as the committee. Activity reports are to be submitted to the Executive Committee and at regular meetings when required.
  1. Membership Committee.
  2. Program and Special Events Committee.
  3. Education Committee
  4. Honors and Awards Committee The President may, with the approval of the Executive Committee, establish a temporary committee and specify the number of members of that committee at any time that he feels it is necessary in order to carry out the purposes of the Society.


ARTICLE X


  • 1. Six (6) regular meetings shall be held each year during the period between September first and May thirty-first, inclusive. When possible, meetings shall be held on the third Tuesday of the month. Announcements of meetings and special events shall be sent to the membership by mail or electronic means at least one week in advance of the meeting.
  • 2. The Executive Committee shall meet at least twice a fiscal year.
  • 3. The election meeting shall also be considered as the Annual Meeting.


  • ARTICLE XI


    Any Member may propose amendments to the By-Laws from the floor at any regularly scheduled meeting. Voting on the amendment(s) shall take place at the next regularly scheduled meeting. The meeting notice shall contain information on the proposed amendment.
  • a. A two-thirds majority of those present shall be required to pass any By-Law changes. Fifteen (15) members being present shall constitute a quorum..
  • b. After approval at a meeting, the amendment(s) to the By-Laws shall be ratified by letter or e-mail ballot mailed to all members. A majority of the Members voting within thirty days of the mailing date shall determine whether the amendment(s) shall be approved or disapproved


  • ARTICLE XII


  • 1. DISSOLUTION CLAUSE: The Section shall use its funds only to accomplish the objectives and purposes specified in this Constitution and Bylaws and no part of its funds shall inure to or be distributed to the members of the Section. On dissolution of the Section, the net assets remaining after payment of all debts shall revert to the ISA -The Instrumentation, Systems, and Automation Society within ninety days of dissolution, to be used for charitable and educational purposes under Section 501 (c) (3) of the U.S. Internal Revenue Code as it now exists or as may be amended. This clause supercedes any previous clause regarding the dissolution of the Section.
  • 2. INUREMENT CLAUSE: The Section is not organized for pecuniary profit, nor shall it have any power to issue certificates of stock or pay dividends, and no part of the net earning or assets of the Section shall inure, upon dissolution or otherwise, to the private benefit of any individual. This clause supercedes any previous clause regarding inurnment.
  • 3. PROHIBITED LEGISLATIVE AND POLITICAL ACTIVITIES CLAUSE: Neither the Section nor its officers, nor members of the Section, individual or corporate, shall engage in any attempt to influence the course of legislation, whether federal, state, or local, on behalf of, or as a representative of the Society in any nation or its subdivisions, by engaging in political activities, expenditures of funds, propaganda or by participating in any course of similar conduct on behalf of or as a representative of the Instrument Society of America. This clause supersedes any previous clause regarding prohibited political or legislative activities by the Section or its members on behalf of or as representatives of the I.S.A.

  • (End of Document)





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