ASPE Constitution (Version 9……4-18-95)
ARTICLE I. NAME
The society shall be called the American Society for Precision Engineering.
ARTICLE II. OBJECTIVE
The objective of this Society shall be to advance the arts, sciences, and technology of precision engineering, and to promote its dissemination through education and training, and to promote its use by science and industry. Precision Engineering is a discipline encompassing the design, development, and measurement of and for high-accuracy components. By extension, the field also includes the design of systems in which high dimensional accuracy is a central concern, as well as the design of machine tools and measuring machines to accomplish the necessary manufacture and measurement.
The Society shall be a non-profit organization and none of its net income or net worth shall endure to the benefits of its members. In event of dissolution any property belonging to the Society shall be donated to some organization or organizations of similar purpose and character and in no event shall any such property be distributed to members of the Society.
ARTICLE III. MEMBERSHIP
1. Grades. The voting grades of membership in the Society shall consist of:
- Student Members
- Honorary Members
Only Members and Fellows are eligible to hold office, and be members of the Board of Directors with such further limitations as may be imposed by this Constitution and Bylaws.
The Board of Directors shall elect members to the grades of membership for which they are deemed qualified within the requirements specified in this Article. The Board of Directors may delegate the election procedure to such constituent body or elective or appointed officer as it may deem appropriate.
2. Members. Those eligible as candidates for election to Member grade shall be persons who are interested in the field of precision engineering. These would include graduates of engineering and science curriculums, teachers of engineering or science curriculums, other persons engaged in the advancement of precision engineering ideas, persons engaged in lines of work related to precision engineering, and persons who are not professionally engaged in either precision engineering or related fields but whose interests and activities would make them desirable members.
3. Fellows. Those eligible as candidates for election to Fellows shall be members who have contributed to the advancement of precision engineering by significant, original research or who have rendered some other special service to its cause. Any member of the Society may nominate another member for the grade of Fellow.
4. Student Members. Those eligible as candidates for election to Student Member shall be graduate or undergraduate students in residence at an institution of higher learning at least half-time.
5. Honorary Members. Honorary members shall be persons of acknowledged pre-eminence in precision engineering either through their own contributions to the science or its advancement or its applications or through their furtherance of the advance of precision engineering in some other way. They shall be exempt from annual dues.
ARTICLE IV. OFFICERS
1. Officers. The officers of the Society shall be a President, a Vice President, a Secretary, a Treasurer, and an Executive Director. The President and Vice President shall assume office as provided in Article VI. The Secretary and Treasurer shall be elected annually by the Board of Directors from the at-large Board of Directors to one year term in office. The Executive Director shall be appointed by the Board of Directors to a one year term in office.
2. Duties of the President. The President shall preside at all meetings of the Board of Directors and business sessions of the Society at which his or her attendance is possible. The President shall perform such other functions as may be explicitly provided in the Constitution or the Bylaws and shall have the duty of delivering an address before the Society at the Annual Meeting during his or her term of office.
3. Duties of the Vice President. The Vice President shall act in place of the President if the latter is unable to perform his or her duties.
4. Duties of the Secretary. The Secretary shall be responsible for the following: Maintaining the membership list and other records of the Society, sending to the Board of Directors nominations for Fellows, preparing an agenda and the minutes of meetings of the Board of Directors, organizing the meetings of the Society, notifying members of the times and places of these meetings, and publishing the programs of the meetings and announcements pertinent to the business of the Society. The Secretary shall perform such other duties as the Board of Directors or the President shall assign. An Assistant Secretary may also be appointed at the discretion of the Board of Directors.
5. Duties of the Treasurer. The Treasurer shall be responsible for the financial affairs of the Society and shall submit annually to the Board of Directors the name of at least one Certified Public Accountant for approval as auditor of the Society’s accounts. The Treasurer shall prepare a budget of income and expenses each year and shall submit it to the Board of Directors. Approval of the budget by the Board of Directors shall authorize the Treasurer or the Treasurer’s agent to disburse and invest the funds of the Society in accordance with the budget. The Treasurer shall submit to the Board of Directors an annual report on the financial condition of the society and shall perform such other duties as are usual to the office. An Assistant Treasurer may also be appointed at the discretion of the Board of Directors.
6. Duties of the Executive Director. The Executive Director is appointed by the Board of Directors. This office is a paid position. The Executive Director shall maintain headquarters at the Society Office and shall manage the operation of that office. The Executive Director serves as an ex officio member of the Board of Directors. In addition to administrating the Society Office, the Executive Director shall substitute for the Secretary or the Treasurer when so authorized by the Secretary and the Treasurer and approved by the Board of Directors.
ARTICLE V. BOARD OF DIRECTORS
1. Composition and Duties. A Board of Directors composed as set forth immediately below shall have the control and management of the Society, shall be responsible for its budget, shall administer its affairs, and shall supervise the activity of each section, division and forum. The Board of Directors shall perform such other functions as may be explicitly provided in the Constitution and Bylaws. There are twelve voting members on the Board of Directors. These are the Vice President, the President, the most recent Past-President, the at-large Board of Directors, and the Chairperson-elect, the Chairperson, and the most recent Past- Chairperson of the Nominating Committee. The Executive Director is an ex officio member of the Board of Directors.
2. Board Members. There shall be six at-large Board Members, two to be elected each year.
3. Advisors. There may sit on the Board of Directors, as advisors, such persons as the Board of Directors deems desirable.
4. Board Meetings. There shall be at least two meetings of the Board of Directors each year. One such meeting shall be designated the elections meeting, and shall be held at a date to be determined by the Board of Directors. The President shall convoke the Board of Directors in special meetings whenever the affairs of the Society require it or when requested to do so in writing by five members of the Board of Directors.
5. Attendance at Board Meetings. Officers, Board members, and ex-officio members as prescribed in this Constitution are expected to attend all Board meetings. Other Society members may attend these meetings by an invitation from a member of the Board.
6. Notice and Quorum. Notice of a meeting of the Board of Directors shall be given by the Executive Director in consultation with the President. Such notice shall be given at least two weeks in advance of such a meeting. The presence of a majority of the voting members of the Board of Directors, that is seven members, constitutes a quorum.
ARTICLE VI. ELECTION AND TENURE OF BOARD OF DIRECTORS, OFFICERS, AND ELECTED COMMITTEE MEMBERS
1. Qualifications. All candidates for the offices of Vice President, Chairperson-Elect of the Nominating Committee, at-large Board of Directors, shall have been members of the Society not less than 3 years.
2. Ballot. The Vice President, the Chairperson- Elect of the Nominating Committee, and the at-large Board of Directors shall be elected by mail ballot as hereafter provided.
3. Request for Nominations. Each year the Executive Director shall request from the Nominating Committee and the membership nominations for the offices of Vice President, Chairperson-Elect of the Nominating Committee, and at-large Directors.
4. Nominating Committee. The Nominating Committee shall consist of the Chairperson of the Nominating Committee, the Chairperson-Elect, the most recent past Chairperson, and three at-large members selected by the Chairperson of the Committee.
5. Nomination Procedures. The Nominating Committee shall hold a scheduled meeting and prepare a slate of nominations for the positions of Vice President, Chairperson-Elect of the Nominating Committee, at-large Directors, and Standing Committees for which this is required by the Bylaws. These nominations shall require the approval of a majority of the Committee. The Committee shall Submit to the Executive Director the names of at least two and not more than four candidates for each of the posts to be filled. The election ballot shall contain these names and those of the other candidates nominated by petition by members of the Society where that petition comes from at least one percent of the total number of members given in the latest membership list of the Society and submitted to the Executive Director. Nominations by this latter procedure shall not preclude nominations of the same candidate by the Nominating Committee.
6. Election of Vice President, Chairperson-Elect of the Nominating Committee and at-large Board of Directors. Copies of the election ballot shall be mailed to all members. The format of the ballot shall be as specified in the Bylaws. No ballot shall be counted unless unambiguously marked by a qualified voter to indicate his or her choices sent in a sealed envelope bearing the voter’s name and received at the specified address. The positions of Vice President, Chairperson of the nominating Committee, and at-large Board of Directors shall be filled by the candidates receiving the largest number of votes for these posts. In the event of a tie, the Board shall decide between the tied candidates. The counting of the ballots shall be entrusted to the Nominating Committee. The winning candidates shall be announced at the annual meeting following the elections and in the publication of the Society.
7. Official Year. The official year is January 1 to December 31 of that year. Terms of the officers of the Society, the Board of Directors, and elected committee members shall be that same time period. During that tenure, the Board shall convene at least one meeting of the membership.
8. Vice President, President, and Past-President. The member elected to serve as Vice President is to serve in that office for one year, then one year as President, and then one year as Past-President.
9. Chairperson-Elect, Chairperson, Past-Chairperson of Nominating Committee. The member elected as Chairperson-Elect of the Nominating Committee is to serve in that position for one year, then one year as Chairperson, and then one year as Past-Chairperson.
10. Vacancies in Office. If a vacancy occurs in the office of the President, the Vice President shall complete his term. If a vacancy occurs in the office of the Vice President other than through advancement to the Presidency, the term of the current President shall be lengthened by one year. The same procedure shall be followed by the Nominating Committee.
11. Term of the Board of Directors. The term of the Board of Directors shall last for three years except as provided herein. No Board Member shall be eligible for election to consecutive terms. When a Board Member leaves the Board or is incapacitated, a new Board Member shall be appointed by the Board to serve out his or her term.
ARTICLE VII. SOCIETY LAW
1. Designation. The Society law is composed of the Constitution, and the Bylaws.
a. The Constitution is the basic law of the Society, identifying its unique character and can be amended or repealed by a vote of the membership in accordance with other sections of this Article.
b. The Bylaws embody those segments of Society law enacted by the Board of Directors. The intent of the Bylaws is to apply the provisions of the Constitution in specific instances and are subject to change at the discretion of the Board of Directors within these provisions.
2. Amendment Procedure.
a. Any proposal to amend or repeal any part or parts of the Constitution shall be presented in writing to the Executive Director either 1) by the Board, or 2) by a petition signed by a majority of the Society’s local section chairpersons, or 3) by a petition signed by at least ten percent of the total voting members of the society in good standing, or 4) by the Constitution and Bylaws Committee.
b. Any proposal to amend or repeal the Constitution shall be submitted to the Constitution and Bylaws Committee by the Executive Director for consideration excepting one initiated by the Constitution and Bylaws Committee. The Constitution and Bylaws Committee shall report to the Executive Director within 90 days after the receipt of such proposal, its approval or disapproval, or any suggested modifications. If the proposal is disapproved, then the Constitution and Bylaws Committee shall be required to contact the original sponsors in an effort to work out a satisfactory compromise. If one is agreed to, then the report of the Constitution and Bylaws Committee to the Board of Directors need include only the compromised proposal. Otherwise, both the proposal of the original sponsor and that of the Constitution and Bylaws Committee shall be presented to the Board of Directors.
c. The Board of Directors shall act only upon such proposals or modifications of such proposals that have been considered by the Constitution and Bylaws Committee. At least 30 days prior to the Board of Directors Meeting at which action is to be taken on such proposals, the Secretary shall notify in writing each member of the Board of Directors of the proposed change and the report of the Constitution and Bylaws Committee thereon.
a. At the Board of Directors meeting, the Board of Directors shall review the proposed changes recommended by the Constitution and Bylaws Committee for approval and submission to the membership in a mail ballot.
b. Ballots containing either 1) the final proposal accepted by the majority of the original sponsors, the Constitution and Bylaws Committee and the Board of Directors or, 2) each individual proposal of the aforementioned group if no compromises have been affected shall be mailed to each voting member of the Society.
c. Each member shall have 30 days after mailing in which to return the ballot.
d. When 30 days after the mailing have elapsed, the ballot will be closed and the Nominating Committee will count all votes received and inform the President.
e. A two-thirds affirmative vote of those voting shall be necessary for the adoption of a proposal to either amend or repeal parts of the Constitution or to adopt a new Constitution.
4. Amendment and Repeal of Bylaws and Operating Rules. A change in the Bylaws shall be affected by the enactment of a formal resolution by the Board of Directors. The Secretary with the assistance of the Constitution and Bylaws Committee shall be charged with incorporating the resolution into Society law.
5. Rules of Order. Unless otherwise provided for in the Society law or by act of resolution of the Board of Directors the rules contained in Roberts’ Rules of Order (Revised) shall govern the Society in all cases in which they are applicable provided they are not inconsistent with the Constitution.
6. Publication. The Constitution and Bylaws shall be published as printed documents, mailed to all new members, and shall be available upon request.