20 May 2007
ISA, BOSTON SECTION, INC.
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.
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.
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
- Student Member
- Senior Member
- Life Member
- Life Fellow
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.
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.
- 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
- ) 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
- 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.
- 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
- 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
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.
The control and management of the affairs, property and funds of the Section shall be vested in
the Executive Committee.
- The President shall be the Executive Officer of the Section, and shall preside over meetings
of the Section and of the Executive Committee
- 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
- 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.
- All officers shall perform the duties usually associated with their offices as set forth in
Roberts Rules of Order.
- 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.
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.
- Membership Committee.
- Program and Special Events Committee.
- Education Committee
- 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.
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.
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
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
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)