The name of the organization shall be the AKRON COUNCIL OF ENGINEERING AND SCIENTIFIC SOCIETIES, hereinafter referred to as the Council.
Section 1. The purpose of the Council is to enhance the technical environment in the Akron area through coordination and cooperation with the technical societies, industry and academia by:
Section 2. The Council shall be a not-for-profit organization incorporated under the general corporation laws of the State of Ohio.
Section 1. Member Societies of the Council shall consist of local technical, scientific, engineering, or similarly oriented groups, organized and active in the Akron area, and active local branches, chapters or sections of national societies.
Section 2. Members in good standing of Member Societies shall be individual members of the Council, but without vote.
Section 1. The management and operation of the Council shall be vested in the Board of Directors. Each member of the Board of Directors shall have only one vote on each stated question.
Section 2. Each Member Society shall select two Representatives to the Board of Directors, and shall notify the Secretary of the Council of such selection by written notice.
Section 3. The Board of Directors shall consist of the four principal officers of the Council and the Representatives duly selected by each Member Society.
Section 4. The Board of Directors may engage an Executive Director to function under the direction of the President. He/she shall serve the Board of Directors as an ex-officio member and be responsible for all official communications of the Council. His/her duties and responsibilities shall be outlined in the Policies and Procedures Manual. He/she shall oversee all fiscal responsibilities of the Council.
Section 1. Member dues shall be determined annually by the Board of Directors, at their first meeting of the fiscal year.
Section 2. Dues shall be delinquent three (3) months after the due date established by the Board of Directors.
Section 3. The fiscal year of the Council shall extend from August 1 through July 31.
Section 1. The officers of the Council shall be a President, a President-Elect, a Secretary, and a Treasurer.
Section 2. Each Member Society shall have one vote for officers, which may be cast by the Representatives, or a letter ballot signed by a person designated by the Member Society.
Section 3. The nomination and election of officers shall be according to the procedure outlined in the Policies and Procedures Manual.
Section 4. Any member of a member society shall be eligible to hold any office on the Council. The term shall be one year or until a successor is elected.
Section 5. An office in the Council shall be declared vacant due to the death, resignation, or withdrawal of the officer or upon a Member Society's withdrawal. Such vacancies shall be filled by the Board of Directors,
Section 6. The President shall be the presiding officer of the Council and of the Board of Directors. Under the direction of the President, the Executive Director shall insure that the provisions of the Bylaws of the Council are duly observed and executed. The President shall appoint the Chairs of all committees except as specified in these Bylaws.
Section 7. The President-Elect shall assume and execute the duties of the President during the absence of the President. The President-Elect shall be Chair of the Budget Committee.
Section 8. The Secretary shall keep minutes and accurate records of all official meetings of the Board of Directors, prepare and send copies as directed, and shall perform such duties normally associated with the office.
Section 9. The Treasurer shall have custody of all Council funds and shall report in writing all transactions at each meeting of the Board of Directors, The Treasurer shall prepare an annual statement as of the last day of the fiscal year. The office of Treasurer shall be bonded at the expense of the Council.
Section 1. There shall be monthly meetings of the Board of Directors from September through June inclusive, with dates, times and locations to be determined by the Board of Directors.
Section 2. The quorum of the Board of Directors shall be representatives of one-third (1/3) of the Member Societies of the Council.
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 of Directors and shall report on their activities in the manner prescribed and approved by the Board of Directors. The Board of Directors 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 of Directors.
Section 1. The Council 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 the Council or one of its Member Societies.
Section 2. In the event and at such time that the Council may be dissolved, the Board of Directors, 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),
Member Societies and their employees, officers, directors, and former employees, officers, and directors shall be indemnified and held harmless against expenses, judgements, 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 Society is or may be made a party by reason of being or having been a Member Society, provided it is determined by the Board of Directors 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 Society 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 the Council, 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 Society 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 of Directors at a meeting held for such purpose by the affirmative vote of the Board entitled to exercise a majority of voting power of the Council 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 Societies shall not be disqualified from dealing or contracting with the Council as a vendor, purchaser, employee, agent, or otherwise. No transaction or contract or act of the Council shall be void or voidable or in any way affected or invalidated by reason of the fact that any Member Society, or any firm of which any Member Society is in any way interested in such transaction or contract or act, except to the extent such action may jeopardize the status of the Council as an Internal Revenue Code 501(c)(3) organization. No Member Society shall be accountable or responsible to the Council for, or in respect to, any transaction or contract or act of the Council 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 Society so interested shall have been disclosed or shall have been known to the Board of Directors or such member thereof as shall be present at any meeting of the Board of Directors which shall authorize or take action in respect to any such contract or transaction or act.
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.
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.
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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