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Bylaws (Page 3)

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Bylaws (Page 3)


ARTICLE VIII - MEETINGS
Section 1.
There shall be monthly meetings of the Board from September through June inclusive, with dates, times, and locations to be determined by the Board.

Section 2.
The quorum of the Board shall be representatives of one-third (1/3) of the Member Entities of ACESS.

ARTICLE IX - COMMITTEES
Section 1.
The Chairs of all committees shall be appointed by the President. Each committee Chair shall appoint at least one (1) member to serve on that committee, unless otherwise specified in these Bylaws.

Section 2.
All committees shall be responsible to the Board and shall report on their activities in the manner prescribed and approved by the Board. The Board may at any time, by a majority vote, remove any or all members of any committee.

Section 3.
All committees shall conform in composition, duties, and size to those adopted in the Policies and Procedures Manual. All committee members shall assume their duties when appointed or on August 1 and shall serve until their successors are appointed or until their committee is dissolved by the Board.

ARTICLE X - LIMITATION & DISSOLUTION
Section 1.
ACESS shall not engage in partisan political activities or attempt to influence legislation except in the event the proposed legislation jeopardizes the future or welfare of ACESS or one of its Member Entities.
  • ACESS may not be held liable for any advice or recommendation made by an individual member or entity to a private, civic, or governmental body.
  • ACESS shall not endorse nor criticize any manufacturer or product.
  • No Member Entity shall be committed by any ACESS action which may be in conflict with the charter, constitution, or bylaws of said Member Entity, or of its parent entity.


Section 2.
In the event and at such time that ACESS may be dissolved, the Board, after payment of all obligations, shall determine the distribution of all remaining net assets in accordance with the Internal Revenue Code ['Section 501(c)(3)'].

ARTICLE XI - INDEMNIFICATION
ember Entities and their employees, officers, directors, and former employees, officers, and directors shall be indemnified and held harmless against expenses, judgments, decrees, fines, penalties or amounts paid in settlement in connection with the defense of any pending or threatened action, suit, or proceeding, criminal or civil, to which the Member Entity is or may be made a party by reason of being or having been a Member Entity, provided it is determined by the Board acting at a meeting at which a quorum consisting of members who are not parties to or threatened with such action, suit or proceeding are present (A) not to have been negligent or guilty of misconduct in the performance of his/her duty to the Entity of which he/she is a member, (B) to have acted in good faith in what he/she reasonably believed to be the best interest of ACESS, and (C) in any matter the subject of a criminal action, suit or proceeding, to have had no reasonable cause to believe that his/her conduct was unlawful; provided, however, no Member Entity which is a party to or threatened with any such action, suit or proceeding, shall be qualified to vote on such matter. Alternately, such determinations shall be made (A) by a court of competent jurisdiction, (B) by the Board at a meeting held for such purpose by the affirmative vote of the Board entitled to exercise a majority of voting power of ACESS on such proposal.

Such indemnification shall not be deemed exclusive of any other rights to which such Member Society may be entitled including, without limiting the generality of the foregoing, any insurance purchased by the Council.

Member Entities shall not be disqualified from dealing or contracting with ACESS as a vendor, purchaser, employee, agent, or otherwise. No transaction or contract or act of ACESS shall be void or voidable or in any way affected or invalidated by reason of the fact that any Member Entity, or any firm of which any Member Entity is in any way interested in such transaction or contract or act, except to the extent such action may jeopardize the status of ACESS as an Internal Revenue Code 501(c)(3) organization. No Member Entity shall be accountable or responsible to ACESS for, or in respect to, any transaction or contract or act of ACESS or for any gains or profits directly or indirectly realized by it by reason of the fact that it is interested in said transaction, contract or act; provided that such Member Entity so interested shall have been disclosed or shall have been known to the Board or such member thereof as shall be present at any meeting of the Board which shall authorize or take action in respect to any such contract or transaction or act.

ARTICLE XII - POLICIES AND PROCEDURES MANUAL
The Policies and Procedures Manual necessary to carry out the provisions of these Bylaws shall be adopted by the Board of Directors and amended periodically upon recommendation, to assure the Council's purpose is being fulfilled. Amendments of the Policies and Procedures Manual shall be submitted through the Secretary to the Board of Directors for approval and shall become effective upon majority vote.

ARTICLE XII - PARLIAMENTARY AUTHORITY
Robert's Rules of Order Newly Revised shall govern the proceedings of the Council in all cases not provided by law in these Bylaws or the official documents of the Council.

ARTICLE XIII - AMENDMENTS
Section 1.
Amendments to these Bylaws may be proposed in writing at any time by any Member Society Representative to the Board of Directors; by a special committee of the Board of Directors authorized for the purpose; or by the Bylaws Committee.

Section 2.
After 30 days written notice to the Council, a two-thirds (2/3) affirmative ballot vote by the Board of Directors shall adopt such amendment(s).

                                                                              
  
  
  
Bylaws (Page 3)


ARTICLE VIII - MEETINGS
Section 1.
There shall be monthly meetings of the Board from September through June inclusive, with dates, times, and locations to be determined by the Board.

Section 2.
The quorum of the Board shall be representatives of one-third (1/3) of the Member Entities of ACESS.

ARTICLE IX - COMMITTEES
Section 1.
The Chairs of all committees shall be appointed by the President. Each committee Chair shall appoint at least one (1) member to serve on that committee, unless otherwise specified in these Bylaws.

Section 2.
All committees shall be responsible to the Board and shall report on their activities in the manner prescribed and approved by the Board. The Board may at any time, by a majority vote, remove any or all members of any committee.

Section 3.
All committees shall conform in composition, duties, and size to those adopted in the Policies and Procedures Manual. All committee members shall assume their duties when appointed or on August 1 and shall serve until their successors are appointed or until their committee is dissolved by the Board.

ARTICLE X - LIMITATION & DISSOLUTION
Section 1.
ACESS shall not engage in partisan political activities or attempt to influence legislation except in the event the proposed legislation jeopardizes the future or welfare of ACESS or one of its Member Entities.
  • ACESS may not be held liable for any advice or recommendation made by an individual member or entity to a private, civic, or governmental body.
  • ACESS shall not endorse nor criticize any manufacturer or product.
  • No Member Entity shall be committed by any ACESS action which may be in conflict with the charter, constitution, or bylaws of said Member Entity, or of its parent entity.


Section 2.
In the event and at such time that ACESS may be dissolved, the Board, after payment of all obligations, shall determine the distribution of all remaining net assets in accordance with the Internal Revenue Code ['Section 501(c)(3)'].

ARTICLE XI - INDEMNIFICATION
ember Entities and their employees, officers, directors, and former employees, officers, and directors shall be indemnified and held harmless against expenses, judgments, decrees, fines, penalties or amounts paid in settlement in connection with the defense of any pending or threatened action, suit, or proceeding, criminal or civil, to which the Member Entity is or may be made a party by reason of being or having been a Member Entity, provided it is determined by the Board acting at a meeting at which a quorum consisting of members who are not parties to or threatened with such action, suit or proceeding are present (A) not to have been negligent or guilty of misconduct in the performance of his/her duty to the Entity of which he/she is a member, (B) to have acted in good faith in what he/she reasonably believed to be the best interest of ACESS, and (C) in any matter the subject of a criminal action, suit or proceeding, to have had no reasonable cause to believe that his/her conduct was unlawful; provided, however, no Member Entity which is a party to or threatened with any such action, suit or proceeding, shall be qualified to vote on such matter. Alternately, such determinations shall be made (A) by a court of competent jurisdiction, (B) by the Board at a meeting held for such purpose by the affirmative vote of the Board entitled to exercise a majority of voting power of ACESS on such proposal.

Such indemnification shall not be deemed exclusive of any other rights to which such Member Society may be entitled including, without limiting the generality of the foregoing, any insurance purchased by the Council.

Member Entities shall not be disqualified from dealing or contracting with ACESS as a vendor, purchaser, employee, agent, or otherwise. No transaction or contract or act of ACESS shall be void or voidable or in any way affected or invalidated by reason of the fact that any Member Entity, or any firm of which any Member Entity is in any way interested in such transaction or contract or act, except to the extent such action may jeopardize the status of ACESS as an Internal Revenue Code 501(c)(3) organization. No Member Entity shall be accountable or responsible to ACESS for, or in respect to, any transaction or contract or act of ACESS or for any gains or profits directly or indirectly realized by it by reason of the fact that it is interested in said transaction, contract or act; provided that such Member Entity so interested shall have been disclosed or shall have been known to the Board or such member thereof as shall be present at any meeting of the Board which shall authorize or take action in respect to any such contract or transaction or act.

ARTICLE XII - POLICIES AND PROCEDURES MANUAL
The Policies and Procedures Manual necessary to carry out the provisions of these Bylaws shall be adopted by the Board of Directors and amended periodically upon recommendation, to assure the Council's purpose is being fulfilled. Amendments of the Policies and Procedures Manual shall be submitted through the Secretary to the Board of Directors for approval and shall become effective upon majority vote.

ARTICLE XII - PARLIAMENTARY AUTHORITY
Robert's Rules of Order Newly Revised shall govern the proceedings of the Council in all cases not provided by law in these Bylaws or the official documents of the Council.

ARTICLE XIII - AMENDMENTS
Section 1.
Amendments to these Bylaws may be proposed in writing at any time by any Member Society Representative to the Board of Directors; by a special committee of the Board of Directors authorized for the purpose; or by the Bylaws Committee.

Section 2.
After 30 days written notice to the Council, a two-thirds (2/3) affirmative ballot vote by the Board of Directors shall adopt such amendment(s).

                                                                              
  
  
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The Mission of ACESS is to enhance the technical environment in the Akron area through coordination and cooperation with the technical societies, industry and academia.

ACESS provides broad industrial and academic representation and a widely diversified science and technology source.  Detached from special interest groups, it offers an excellent opportunity for effective informative public service.

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