International Convention

Forest Products Society

Constitution and Bylaws

  FPS Constitution 

Article I—Name

Section 1.   The name of the association shall be the Forest Products Society, hereinafter called the Society.

Section 2.   The Society shall be organized as a nonprofit corporation under the laws of the State of Illinois. The Society shall have those general powers set forth in the statutes for the State of Illinois in Chapter 32 – Corporations Statute 163a3.

Section 3.   The Society shall be governed by its Articles of Incorporation, its Constitution, and its Bylaws.

Article II—Purpose and Objectives

Section 1.   The purpose of the Society shall be to encourage and facilitate the development and application of technical knowledge that will enable humanity to derive maximum benefit from renewable cellulosic materials and forest products. The purpose of the Society may include any purpose not specifically prohibited by Illinois Statute Chapter 32 – Corporations Statute 163a3.

Section 2. The Vision of the Society shall be:

To be the international leader for advancing the sustainable use of renewable cellulosic resources through science and technology.

Section 3. The Mission of the Society shall be:

Contribute to global stewardship by encouraging the social, economic, and environmentally sustainable use of wood and other renewable cellulosic materials.

Section 4. The objective of the Society shall be to implement the Mission and provide value to members and partners by:

  1. Leading the international exchange of scientific discoveries, innovation and technical knowledge,
  2. Facilitating innovative and intelligent, contemporary use of renewable materials within architectural, engineering, manufacturing, construction, and bioenergy communities,
  3. Educating and shaping public opinion and policy about renewable materials through science-based knowledge, and
  4. Providing services to build the scientific knowledge base, ultimately resulting in technological advancements for end-users.

Article III—Composition of the Society

Section 1.   The Society shall be an international association with regional and local subsidiaries as defined in the Bylaws. The Society shall be governed by a Board of Directors, hereinafter called the Executive Board, which shall have such duties as are specifically set forth in this Constitution and the Bylaws of the Society.

Article IV—Membership

Section 1.   Membership in the Society shall be open to any person who is interested in supporting the objectives of the Society.

Section 2.   No person shall be denied membership for reasons of age, sex, race, creed, color, or national origin.

Section 3.   The Bylaws of the Society shall determine the categories of membership and the privileges of each category.

Section 4.   All individuals designated as Voting members shall be entitled to vote on any question before the Society, and on such regional and local matters to which they are entitled as covered in the Bylaws.

Section 5.   Every member of the Society is automatically entitled to membership in any authorized regional or local subsidiary as defined in the Bylaws.

Article V—Finances

Section 1.   Rates and schedules for membership dues and contributions shall be established by the Executive Board in accordance with the Bylaws.

Section 2.   A portion of member dues as provided in the Bylaws may be returned to the regional and local subsidiaries to help defray administrative expenses.

Section 3.   The fiscal year of the Society shall be determined by the Executive Board in accordance with the Bylaws.

Article VI—Officers

Section 1.   The officers of the Society shall be the President, President-elect, Vice President, Secretary, and Treasurer. The duties of these officers shall be as defined in the Bylaws.

Section 2.   The President shall serve for a 1-year term having succeeded to that office from the office of President-elect.

Section 3.   The President-elect shall be elected by the Voting membership and shall, after serving a 1-year term, become President. In the absence of the President, the President-elect shall perform the duties of the President.

Section 4.   The Vice President shall be elected by the membership for a 1-year term.

Section 5.   The Secretary and Treasurer shall be appointed by the Executive Board in accordance with the Bylaws. The offices of Secretary and Treasurer may be held by the same person.

Section 6.   In the event of a vacancy in the office of President, the unexpired term of this office shall be filled by the President-elect.

Section 7.   In the event of a vacancy in the office of President-elect, the unexpired term of this office shall be filled by the Vice President.

Section 8.   In the event of a vacancy in the office of Vice President, the unexpired term of this office shall be filled by appointment of the President, with the approval of the Executive Board, in accordance with Article VIII, Section 13.

Section 9.   The Executive Board may elect or appoint such other officers as it shall deem desirable, but such appointments shall be subject to annual review and reappointment.

Article VII—Executive Board

Section 1.  The general management of the affairs and property of the Society shall be vested in the Executive Board which shall consist of the President, President-elect, Vice President, immediate Past President, and not less than 6 nor more than 12 Regional Board members, who shall be elected as hereinafter provided. The Executive Board shall have full power to control and regulate all matters not otherwise provided for in this Constitution and the Bylaws.

Section 2.   The Executive Board shall meet at the time of the annual meeting of members. Special meetings of the Executive Board, either within or without the State of Illinois, may be called by or at the request of the President or a majority of the Board members. Notice of any special meeting of the Executive Board, unless waived by all Board members in writing, shall be given at least 10 days prior to the meeting by written notice delivered personally or sent by mail, electronic or equivalent communication to each Board member at his address as shown on the records of the Society. A majority of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Board. The act of the majority of the Executive Board members present at a meeting at which a quorum is present shall be the act of the Executive Board, except when otherwise provided by law or by the Constitution and the Bylaws.

Section 3.   The President, as presiding chairman of the Executive Board, shall have no vote during meetings of the Executive Board except that in case of a tie vote of the members present the President may cast the deciding vote.

Section 4.   The Executive Board, by resolution adopted by a majority of the Board, may designate at the annual meeting an Executive Committee, which shall consist of the President and two or more other Board members. This committee, to the extent provided in said resolution, shall have and exercise the authority of the Executive Board in the management of the Society, but the designation of such committee and the delegation thereto of authority shall not operate to relieve the Executive Board or any individual of any responsibility imposed upon him by law or the Constitution and Bylaws. All actions of the Executive Committee shall be reported in writing to the full Board within 30 days.

Section 5.   In the event of an emergency, the President may act upon matters of policy by mail, electronic or other commonly acceptable communication with members of the Executive Board. Questions must be submitted so that a Board member may vote as affirmative, negative, or not voting. Receipt of either affirmative votes from a majority or negative votes from a majority shall be necessary before action can be taken. A report of each such vote, by member, shall be transmitted to each member of the Executive Board within 30 days.

Section 6.   Any officer or agent elected or appointed by the Executive Board may be removed by the Executive Board whenever in its judgment the best interest of the Society would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Article VIII—Nominations and Elections

Section 1.   The International Nominating Committee is to be composed of the two immediate Past Presidents not serving on the Executive Board and four Voting members who are not officers or Board members and who are elected by the members of the Society as hereinafter provided. The President is to designate one member to serve as chairman.

Section 2.   The International Nominating Committee shall nominate at least one eligible member for the office of President-elect; at least one eligible member for the office of Vice President; and at least eight eligible members for the succeeding International Nominating Committee.

Section 3.   In any given year, no less than two nor more than four Regional Board members shall be elected at the annual election, to serve a 3-year term. A Regional Nominating Committee shall be appointed by the President as defined in the Bylaws.

Section 4.   Each Regional Nominating Committee shall nominate at least one eligible member from its Region for the office of Regional Board Member.

Section 5.   All nominating committees shall obtain written or verbal consent to serve from each nominee before submitting his name to the Secretary. The list of the nominees shall be sent to the Secretary not later than 90 days preceding the next annual meeting, and any vacancies in the list shall be filled by nominees selected by the Executive Board. All nominations shall be announced to the membership at large.

Section 6.   Voting shall not be restricted to the names submitted by the nominating committees. Any 50 Voting members may file with the Secretary not later than 90 days preceding the next annual meeting, the name of an eligible candidate for any elective office, for which they are entitled to vote. If written or verbal consent is obtained from the nominee, the name of such candidate shall be placed on the ballot. Furthermore, any Voting member may vote for any eligible member of his own choice for any elective office by inserting the member’s name on the ballot.

Section 7.   All Voting members of the Society shall be entitled to cast one vote for President-elect, Vice President, and International Nominating Committee members. Voting shall be in accordance with Illinois Statutes Chapter 32 – Corporations Statute 163a3. The Voting membership residing in each region shall elect its Regional Board member. The ballots shall clearly indicate the nominees for whom the members in the respective Regions are entitled to vote. The ballot must contain the names of all nominees for each office, arranged alphabetically and followed by a line on which the voter may write the name of an eligible nominee of his own choice. The ballot will be distributed no later than 60 days prior to the annual meeting of the Society by an Executive Board approved method that ensures a fair and secret vote and that every member entitled to vote receives a ballot.

Section 8.   Voting members shall mark their ballots to include a vote for each office to be filled. Ballots marked for more than the number of vacancies for any office to be filled will invalidate the vote for that office. To be valid, the ballots must be submitted following the specific instructions distributed with the ballot and be received by the Secretary of the Society before the polls close.

Section 9.   The polls shall be closed at noon of the 25th day preceding each annual meeting, and votes shall be counted within 5 days after close of the polls by five members of any category appointed as tellers by the President.

Section 10.   The persons who receive the highest number of votes for the offices of President-elect, Vice President, and Regional Board member, and the four persons receiving the highest number of votes for position on the International Nominating Committee, shall be declared elected provided no one person may be elected to more than one office or position. In the event of a tie between candidates for the same office or position, announcement of the fact shall be made to the assembly at the next annual meeting, and the Voting members present at the annual meeting shall cast the deciding vote. The presiding officer shall announce to the meeting the names of the individuals so elected.

Section 11.   The newly elected officers shall take office at the close of the annual meeting.

Section 12.   Any individual nominated for or holding an elective or appointive office shall be a Voting member of the Society.

Section 13.   Any vacancies in elective or appointive offices of the Society, except as hereinafter provided, shall be filled by appointment of the President, with the approval of the Executive Board, except as provided in Sections 6 and 7 of Article VI. Appointees to elective offices shall serve only until the office can be filled at the next annual election.

Article IX—Meetings

Section 1.   The Society shall hold an annual meeting of the membership for the purpose of installing elected officers and Regional Board members and for the transaction of other such business as may come before the meeting. The place and date of the annual meeting shall be selected by the Executive Board. Members shall be given written or printed notice stating the place, day, and hour of the meeting not less than 30 days before the date of the meeting.

Section 2.   Special meetings of the members may be called by the Executive Board or by not less than 10 percent of the Voting membership. Members shall be notified of such meeting and the purpose for which it is called not less than 30 days prior to the meeting. The date and place of the special meeting of the membership shall be designated by the Executive Board.

Section 3.   Fifty voting members present at any annual or special meeting of the Society shall constitute a quorum.

Article X—Regional and Local Subsidiaries

Section 1.   Regional and local subsidiaries of the Society may be authorized by the Executive Board as provided in the Bylaws. The Executive Board may, upon a majority vote of its members, rescind the authorization of a regional or local subsidiary. A subsidiary whose authorization has been revoked by the Executive Board shall have the right to appeal its case to the Society at any regular or special meeting of the Society membership.

Section 2.   Each regional or local subsidiary shall, subject to the approval of the Executive Board, adopt Bylaws provided that no part of these Bylaws shall conflict with the Articles of Incorporation, Constitution, or Bylaws of the Society.

Article XI—Subject Matter Divisions and Technical Interest Groups

Section 1.   Subject Matter Divisions and Technical Interest Groups within each Division may be authorized by the Executive Board as provided in the Bylaws.

Section 2.   The Executive Board shall have the right at any time to revoke the authorization of any Division or Technical Interest Group and to terminate its existence. A Division or Technical Interest Group whose authorization has been revoked by the Executive Board shall have the right to appeal its case to the Society at any regular or special meeting of the Society.

Article XII—Administrative Committees

Administrative Committees may be authorized by the Executive Board as provided in the Bylaws.

Article XIII—Property

Section 1.   All interest in the property of the Society in the possession of persons resigning or otherwise ceasing to be members shall remain vested in the Society.

Section 2.   Upon the dissolution of any regional or local subsidiary and the discharge of its debts and the settlement of its affairs, all funds and property of such regional or local subsidiary remaining thereafter shall be conveyed to the Society for distribution in a manner to be determined by the Executive Board.

Section 3.   In the event of dissolution of any Division or Technical Committee and the discharge of its debts and the settlement of its affairs, all funds and properties of such Divisions or Technical Committees remaining thereafter shall be conveyed to the Society for the general purposes of the Society.

Section 4.   A sale or disposition of all or substantially all of the property and assets of the Society shall be governed by Illinois Statutes Chapter 32 – Corporations Statutes 163a3 and 163a43. In the event of dissolution of the Society and the discharge of its debts and the settlement of its affairs, all funds and properties of the Society remaining thereafter shall be conveyed to nonprofit, tax-exempt, scientific organization(s) with objects and purposes similar to those of the Society, such organization(s) to be designated by the Executive Board at the time of dissolution.

Article XIV—Amendments

Section 1.   Any proposal to amend this Constitution shall be made in writing by 200 or more Voting members or by majority vote of the Executive Board.

Section 2.   Any proposal to amend this Constitution shall be presented to the next regular or special meeting of the Society. Notice of such amendment shall be included in the notice as more fully set forth in Article IX of this Constitution. Following the meeting, the proposed amendment shall be submitted by the ballot method defined in Article VIII, Section 7, to the Voting members of the Society for ratification.

Section 3.   To be valid, the ballot must be submitted following the specific instructions distributed with the ballot and be received by the Secretary of the Society before the polls close.

Section 4.   The polls shall be closed at 12:00 noon, central time zone, on the 60th day following the distribution of the ballot and the votes shall be tallied within five days after close of the polls by five members appointed as tellers by the President. Approval by 60 percent of the votes cast shall constitute ratification.

Revised September 2011


FPS Bylaws

 

Article 1—Offices

Section 1.   The Society shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the Executive Board may from time to time determine.

Section 2.   The address of the registered office is 55 Yorkshire Woods, Oak Brook, Illinois, 60521, and the address of the Society headquarters is 2801 Marshall Court, Madison, Wisconsin, 53705-2295.

Section 3.   These Bylaws incorporate by reference the Constitution in its entirety, and as it may be altered or amended in the future.

Article 2—Membership

Section 1.   The membership of the Society shall consist of the following categories: Voting member, Bronze member, Silver member, Gold member, and Student member.

Section 2.    A Voting member shall be entitled to vote on any matter that shall come before the Society. Voting members include individuals who pay dues in accordance with Article 3, Section 1, of the Bylaws, and individuals designated under Bronze, Silver, and Gold memberships.

Section 3.   A Bronze, Silver, or Gold member shall be an individual or organization who endorses the policies and activities of the Society and financially assists the Society through membership contributions as set forth in Article 3, Section 2 of the Bylaws. A Bronze member may designate two individuals within its organization who shall have all rights and privileges of a Voting member. A Silver member may designate four individuals within its organization who shall have all rights and privileges of a Voting Member. A Gold member may designate six individuals within its organization who shall have all rights and privileges of a Voting member.

Section 4.   A Student member shall be a full-time undergraduate or graduate student in a recognized college, university, or scientific school.

Section 5.   The Board of Directors, hereinafter referred to as the Executive Board, by affirmative vote of two-thirds of the members of the Board may suspend or expel a member or remove from office any elected or appointed official for improper conduct. No person shall be expelled or removed from office except at a regular or special meeting of the Executive Board and then only after being given notice and the opportunity to be heard in his own defense at that meeting.

Section 6.   The termination of the membership of any member who is in default in the payment of membership dues or contributions shall be provided for in Article 3, Sections 1 through 3 of the Bylaws.

Article 3—Finances

Section 1.   Annual dues for Voting membership shall be $150.00 in the United States, Canada, and Mexico; $160.00 in all other countries. Dues shall be payable annually on January 1. Voting members in arrears 30 days following this renewal date will be dropped from the rolls of the Society. Thirty days advance notice of termination will be given.

Annual dues for Voting members entering retirement may be reduced to $55.00 upon written request of the individual; however, all rights and privileges of Voting membership shall be retained.

For each new Voting member solicited through the efforts of a Section or any of its members, $40.00 of the new member’s first year’s dues shall be returned to the Section to which the new member belongs.

Section 2.   Annual contributions for Bronze, Silver, and Gold memberships are based on the following amounts:

  • Bronze membership – $400
  • Silver membership – $800
  • Gold membership – $1,200

Contributions shall be payable annually on the anniversary date of membership. Members in arrears 30 days following their anniversary will be dropped from the rolls of the Society. Thirty days advance notice of termination will be given.

Section 3.   Annual dues for Student membership shall be $25.00. Dues shall be payable annually on January 1. Student members in arrears 30 days following this renewal date will be dropped from the rolls of the Society. Thirty days advance notice of termination will be given.

Section 4.   The fiscal year of the Society shall begin January 1 and shall terminate on December 31.

Article 4—Officer Duties

Section 1.   The President shall be the principal elected officer of the Society. He or she shall preside at all meetings of the Society and of the Executive Board and work closely with the Executive Vice President (EVP) to develop and institute the Society's programs during the year of his or her presidency. The primary duties of the President are to direct the EVP as representative of the Board; develop the agendas for the Board meetings in collaboration with the EVP; chair the Executive Board meetings; vote, in the case of a tie, on matters voted upon by the Executive Board; monitor and evaluate the pace, direction, and organizational strength of the Society and play a lead role in strategic planning and developing and articulating near-term recommendations for change; ensure that the Board functions effectively and fulfills all its duties; play a lead role in public communication of the Society, with the assistance of the EVP and as the representative of the Board; chair the Strategic Planning Committee; assist the EVP in identifying potential board members willing to run for office; assist the EVP in recruiting non-Executive Board talent for whatever volunteer assignments may be needed; play a lead role in policy and program oversight and development not otherwise provided for in this Constitution and Bylaws, and form and chair early in his or her tenure an EVP Performance Review Committee in accordance with EVP performance review guidelines.

The President is encouraged to attend as many Section and Chapter meetings and other FPS sanctioned activities as possible. The President’s travel expenses for non-Board meetings are eligible for reimbursement if necessary, although approval for such reimbursement must be obtained from the full Board prior to any travel.

Section 2.   The President-elect shall serve as chairman of the Budget and Finance Committee and as chairman of the Gottschalk Award Committee and shall perform such other duties as shall be prescribed from time to time by the Executive Board.

Section 3.   The Vice President shall serve as the Technical Program Chair for the Society’s annual meeting and as presiding chairman of the Division Coordinators’ Advisory Committee and shall perform such other duties as shall be prescribed from time to time by the Executive Board.

Section 4.   In the absence of the President or in the event of his inability or refusal to act, the Executive Board may authorize the President-elect, Vice President, or a Board member, in the order given, to perform the duties of the President, and when so acting, he shall have all the power of and be subject to all the restrictions upon the President.

Section 5.   The Secretary shall keep the minutes of the meetings of the members and the Executive Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of the Bylaws or as required by laws; be custodian of the corporate records and of the seal of the Society and see that the seal of the Society is affixed to all documents, the execution of which on behalf of the Society under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member as furnished by such members; and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Executive Board.

Section 6.   The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Society, receive and give receipts for money due and payable to the Society from any source whatsoever, and deposit all such monies in the name of the Society in such banks, trust companies, or other depositories as shall be selected by the Executive Board. The Treasurer may delegate such functions as may be necessary for the conduct of day-to-day affairs of the Society to any full-time employee of the Society. The Treasurer shall give bond for the faithful discharge of his duties in such sum, and with such surety or sureties as the Executive Board shall determine. The cost of such bond will be at the expense of the Society. He shall also perform such duties as from time to time may be assigned to him by the President or by the Executive Board.

Section 7.   The Executive Vice President shall be the chief officer of the Society, shall be primarily responsible for carrying out the policies adopted by the Executive Board, shall be responsible for studying the problems of, and potential opportunities for, the Society, and for planning its operations and making specific recommendations to the Executive Board.

Article 5—Executive Board

Section 1.   Executive Board members shall not receive any salaries for their services, but by action of the Executive Board, may from time to time be reimbursed for expenses incurred in the performance of their duties.

Section 2.   All resolutions to be presented for a vote of the members at any regular or special meeting of the members shall be first passed upon by the Executive Board or by its duly authorized officer or committee.

Section 3.   The Executive Board may accept on behalf of the Society any contributions, gifts, bequests, or devices for the general purposes or for any special purpose of the Society.

Article 6—Nominations & Elections

Section 1.   If for any reason the election of officers cannot be held as provided in the Constitution, such elections shall be held as near the end of the fiscal year as convenient. Officer vacancies may be filled or new offices created and filled at any meeting of the Executive Board. All Executive Officer appointees shall hold that office until the next regularly scheduled election. Appointees are eligible to run for the office they held on an appointment basis, however the nominating committee may put forth other candidates.

Section 2.   The President-elect, Vice President, and members of the International Nominating Committee shall not be eligible for election or appointment to the same office for a period of 3 years after the expiration of their respective terms.

Section 3.   A Regional Nominating Committee shall be appointed by the Regional Board member representing each region for which a board member is to be elected. This shall be completed within 6 months of the conclusion of the International Convention.

Before appointing the Nominating Committee, the Regional Board member shall request recommendations from the Section leadership within the Region.

Each Regional Nominating Committee shall consist of at least 3 Voting members from the Region. The Regional Nominating Committee shall select someone from among themselves to serve as chair. In Regions that contain more than one Section, an attempt shall be made to rotate the nominations of candidates for Regional Board between the Sections.

Section 4.   To be valid, all ballots must be submitted following the specific instructions distributed with the ballot and be received by the Secretary of the Society by the time the polls close.

Article 7—Regions

Section 1.   The Geographic Regions of the Society shall be, as defined by the Executive Board, as follows:

·         East Central Region
The East Central Region shall encompass the geographic areas of the Great Lakes and Ohio Valley Sections

·         Eastern Canadian Region
The Eastern Canadian Region shall encompass the geographic area of the Eastern Canadian Section

·         Northeast Region
The Northeast Region shall encompass the geographic area of the Northeast Section as defined by the Executive Board.

·         Northwest Region
The Northwest Region shall encompass the geographic areas of the Pacific Northwest and Inland Empire Sections

·         South Central Region
The South Central Region shall encompass the geographic area of the Mid-South Section

·         Southeast Region
The Southeast Region shall encompass the geographic areas of the Southeastern and Carolinas-Chesapeake Sections

·         Southwest Region
The Southwest Region shall encompass the geographic areas of the Pacific Southwest Section

·         West Central Region
The West Central Region shall encompass the geographic areas of the Midwest and Upper Mississippi Valley Sections

Section 2.   Each of the Regions designated in Section 1 of Article 7 shall be represented by one Regional Board member residing in the Region and elected as designated in the Constitution. Only Voting members residing in a disignated Region may vote for Regional Board member representing that Region.

Section 3.   Regional Board members who move out of the Region they represent may continue to represent that Region for the balance of their term with the consent of the members of that Region and the Executive Board.

If the Regional Board member declines to continue to represent the Region or the membership desires new representation, then the regional membership shall nominate, and the Executive Board ratify, the appointment of a new Regional Board member to serve out the remaining term. The appointee shall remain eligible to run for election in the next election cycle.

Should a Regional Board member be unable to fulfill their elected term for whatever reason, then the regional membership shall nominate, and the Executive board ratify, the appointment of a new Regional Board member to serve out the remaining term. The appointee shall remain eligible to run for election in the next election cycle.

Regional Board members are not term limited and may, with the consent of the regional membership and approval by the Executive Board, serve consecutive terms.

Section 4.   Regions may be added, deleted, or modified by the Executive Board. Requests for changes may be made by the Regional and Sectional leadership.

Article 8—Sections

Section 1.   Sections of the Society may be authorized by the Executive Board upon written petition of fifty (50) or more Voting members residing in a geographic area. Authorization will be contingent upon approval by the Executive Board of the proposed boundaries of the Section and the Section Bylaws, and upon receipt of a list of qualified Section officers.

Section 2.   The Executive Board may change the boundaries of any authorized Section if it deems such change to be in the best interest of the membership of those Sections affected by the change.

Section 3.   All Section members shall be Voting or Student members of the Society.

Section 4.   The Executive Board may, upon majority vote of its members, rescind the authorization of a Section. A Section whose authorization has been revoked by the Executive Board shall have the right to appeal its case to the Society at any regular or special meeting of the Society membership.

Section 5.   Optional dues for Section memberships may be collected at a rate not to exceed $5.00 (U.S.) per year. Such dues shall be collected in conjunction with Society dues and dispensed to the active Section Treasurer. An active Section shall have a Chair, Vice Chair, Secretary, Treasurer or Secretary/ Treasurer, shall have at least 50 active regular Voting members, and hold a minimum of one meeting per year. Any dues collected for a Section no longer active shall be refunded to Voting members.

Section 6.   Section Officer elections shall be held in conjunction with election of Society Executive Officers and Board members.

Section 7.   A Section is part of the Society and not a separate legal entity.  Therefore, (a) the Society’s tax identification number shall be used on each financial-institution account that holds Section funds and (b), promptly after the end of each fiscal year of the Society, the Section Treasurer shall provide to the Society Treasurer all of the Section’s financial information so that the Society can properly include that information on the Society’s annual financial statements and annual IRS return (Form 990).  If a Section is dissolved (such as by Executive Board rescission of the Section’s authorization or by majority vote of the then-remaining active regular Voting members of the Section), then the assets of the Section (other than Section dues that are refunded to the Section’s Voting members as provided in Section 5) shall be delivered to the Society Treasurer.  No organization may have a name that is the same as or confusingly similar to a Section name (even should a Section dissolve) without the written permission of the Society.

Article 9—Chapters

Section 1.   Twenty or more Voting members of a Section residing in an area within the Section boundaries may petition the Executive Board to form a Chapter in that area. Every member of the Society residing in, or frequently in the geographic area of, a Chapter, may be a member of the Chapter and may vote at meetings thereof. Authorization of any Chapter shall be contingent upon receipt of Chapter Bylaws and list of qualified officers by the Secretary of the Society.

Section 2.   All Chapter members shall be Voting or Student members of the Society.

Section 3.   A Chapter authorized by the Executive Board may be dissolved by it. A Chapter whose authorization has been revoked by the Executive Board shall have the right to appeal its case to the Society at any regular or special meeting of the Society membership.

Section 4.   Optional dues for Chapter memberships may be collected at a rate not to exceed $5.00 (U.S.) per year. Such dues shall be collected in conjunction with Society dues and dispensed to the active Chapter Treasurer. An active Chapter shall have a Chair, Vice Chair, Secretary, Treasurer or Secretary/Treasurer, shall have at least 20 active regular Voting members, and hold a minimum of one meeting per year. Any dues collected for a Chapter no longer active shall be refunded to Voting members.

Section 5.   Chapter Officer elections shall be held in conjunction with election of Society Executive Officers and Board members.

Section 6.   Five or more Student members of a Section residing in an area within the Section boundaries may petition the Section Officers to form a Student Chapter in that area. The Section Officers, if voting affirmatively, shall then give their written approval and so advise the Executive Board through the Secretary. Five or more Student members residing in an area outside of any Section may petition the Executive Board to form a Student Chapter. The Executive Board shall, if voting affirmatively, send its written approval through the Secretary. Authorization of any Student Chapter shall be contingent upon receipt of Chapter Bylaws and list of qualified officers by the Secretary of the Society.

Section 7.   All Student Chapter members shall be Student members of the Society.

Section 8.   Each Student Chapter shall have as an advisor, a faculty member who is a Voting member of the Society.

Section 9.   A Student Chapter may be dissolved after petition to the Section Officers by a majority of the Chapter members or otherwise by a vote of the Section Officers. In the case of proposed dissolution of a Student Chapter, the Section Officers shall notify the most recently elected Student officers or the most recently active Student members of the Student Chapter, and the faculty advisor, of the action. Representatives of the Student Chapter shall then have the opportunity to present rebuttal to the act of dissolution to the Section Officers. A Student Chapter authorized by the Executive Board may be dissolved by it.

Section 10.   A Chapter is part of the Society and not a separate legal entity.  Therefore, (a) the Society’s tax identification number shall be used on each financial-institution account that holds Chapter funds and (b), promptly after the end of each fiscal year of the Chapter, the Chapter Treasurer shall provide to the Society Treasurer all of the Chapter’s financial information so that the Society can properly include that information on the Society’s annual financial statements and annual IRS return (Form 990).  If a Chapter is dissolved (such as by Executive Board rescission of the Chapter’s authorization or by majority vote of the then-remaining active regular Voting members of the Chapter), then the assets of the Chapter (other than Chapter dues that are refunded to the Chapter’s Voting members as provided in Section 4) shall be delivered to the Society Treasurer.  No organization may have a name that is the same as or confusingly similar to a Chapter name (even should a Chapter dissolve) without the written permission of the Society.

Article 10—Subject Matter Divisions and Technical Interest Groups

Section 1.   Subject Matter Divisions are centered around broad technical topics and are administered by a Division Coordinator. Divisions may be formed or terminated only by the approval of the Executive Board acting upon input from the Division Coordinators and the Technical Interest Group Chair.

Section 2.   Each Division shall have a Division Coordinator who is a member in good standing. Division Coordinators are appointed for a 3-year term by the Annual Meeting Technical Program Chair (Vice President) with the approval of the Executive Board. Responsibilities of Division Coordinators shall be defined in written guidelines approved by the Executive Board.

Section 3.   Technical Interest Groups are defined as the primary technical exchange level within the Society. Technical Interest Groups are centered around specific subject matters within the objectives of the Society and are identified by a descriptive name under the appropriate Division. The number of Technical Interest Groups within a Division shall not be limited. A Technical Interest Group may be proposed to the Division Coordinator by completing the following requirements: 1) a minimum of 15 letters of request for Group formation from current FPRS members, 2) a written scope, and 3) approval by the Division Coordinator and the FPRS Executive Committee. Technical Interest Groups may be terminated by request of the current Technical Interest Group officers and concurrence within the Technical Interest Group membership.

Section 4.   Any Society member is eligible for membership in up to six Technical Interest Groups. Members may change Technical Interest Group membership annually upon renewal of their Society membership.

Section 5.   Each Technical Interest Group shall have a Chair, and optimally a Vice Chair, Secretary, or other officer(s) as desired by the participants. Technical Interest Group Chair shall be appointed for a 3-year term by the participants in each Technical Interest Group.

Responsibilities of Technical Interest Group Chair shall be defined in written guidelines approved by the Executive Board.

Article 11—Administrative Committees

Section 1.   Administrative Committees may be authorized and dissolved by the Executive Board. Each committee provides recommendations to the Executive Board on policies and procedures related to their approved scopes and objectives.

Section 2.   Appointment procedures, scopes, objectives, and responsibilities for the Administrative Committees shall be defined in written guidelines approved by the Executive Board.

Section 3.   The duly elected officers of the Sections shall constitute a Section Officers’ Advisory Committee.

Section 4.   The duly appointed Coordinators of the subject matter Divisions shall constitute a Division Coordinators’ Advisory Committee.

Section 5.   The duly elected or appointed officers of the Technical Interest Groups shall constitute a Technical Interest Group Officers’ Advisory Committee.

Section 6.   The Section Officers’, Division Coordinators’, and Technical Interest Group Officers’ Advisory Committees shall each meet separately with the Executive Board at the time of the annual meeting of the Society. The functions of these committees and of these meetings shall be to maintain close liaison between the Sections, Divisions, or Technical Committees, respectively, and the Executive Board.

Article 12—Amendments

Section 1.   These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted by a majority vote of the Executive Board present at any regular meeting or at any special meeting at which a quorum is present, provided that at least 10 days written notice is given of intention to alter, amend, repeal, or to adopt new Bylaws at such meeting and provided that the proposed change constitutes a part of such written notice. Adoption of the alteration, amendment, or new Bylaws shall be effective immediately upon approval by the Executive Board. Members of the Society must be notified by the Secretary of any changes in the Bylaws within 60 days of approval of the change by the Executive Board.

Section 2.   At the discretion of the Executive Board, a vote on amendments to the Bylaws may be taken by letter, electronic or equivalent method of ballot of the Society members, provided that the proposed amendments have been approved by a majority of the members of the Executive Board in attendance at a regular or special meeting and provided further that final votes will not be counted until 30 days have elapsed from the time of mailing the ballots.

Article 13—Rules of Order

Section 1.   The latest edition of Roberts Rules of Order shall be followed at all meetings of the Society on points of procedure that are not specifically covered by these Bylaws.

Revised November 8, 2012