Bylaws of the Non-Ferrous Founders' Society
Share |

BYLAWS
of the
NON-FERROUS FOUNDERS' SOCIETY, INC.

(Revised October 17, 2015)


ARTICLE I - NAME AND OFFICES


SECTION I: NAME - The name of this Association shall be the Non-Ferrous Founders' Society Inc., using the acronym "NFFS" and hereinafter referred to as the "Society."

 

SECTION II: OFFICES - The Society shall maintain its principal offices in Park Ridge, Illinois, or at such other location as may be determined by the Board of Directors.

 

ARTICLE II - PURPOSE AND MISSION


SECTION I: PURPOSE - The purposes of the Society shall be as set forth within the Articles of Incorporation:

1.) To serve the needs and interests of its members and of the non-ferrous foundry industry as a whole.
2.) To conduct such programs and activities to benefit the non-ferrous foundry industry as may be deemed necessary or desirable by the Board of Directors.
3.) To collect and disseminate statistics and other information that may be of value to members of the Society and the industry, and that may be needed to give proper consideration and expression of opinion to questions affecting the industry and/or the public interest.
4.) To cooperate with other organizations and industries in consideration of or dealing with common intra-industry problems affecting non-ferrous foundries.
5.) To provide the facilities of the non-ferrous foundry industry to appropriate government agencies in time of need, and to form a liaison between the industry and government on all matters of mutual interest and concern.
6.) In general, to conduct its business and affairs in all ways lawful and proper and for which not-for-profit corporations may be formed under the General Not For Profit Corporation Act for Illinois.

 

SECTION II: MISSION - Within the scope of the purposes of the Society, its mission shall be defined as follows:
"To provide members and the industry with information and services relevant to their current and future business needs, and to effectively represent the concerns and interests of the non-ferrous metal casting industry."

 

ARTICLE III - MEMBERSHIP

 

SECTION I: ELIGIBILITY - Regular membership in the Society shall be open to any firm or corporation involved in the manufacture of non-ferrous metal castings for sale or for their own use, or to companies producing non-ferrous ingot for use in the metal casting process.

 

Associate membership (with full voting rights) shall be open to metal casting companies that do not otherwise qualify for regular membership.

 

Affiliate membership (with full voting rights) shall be open to metal brokers representing ingot producers, subject to the following prerequisite requirements:

1.) The smelter or ingotmaker represented by the broker applying for membership shall itself be a member of the Society;
2.) The smelter or ingotmaker shall approve of the broker becoming a NFFS member as a named Affiliate of their company;

 

All Members shall pay NFFS dues in such amount as may be required in the appropriate employment category.

 

SECTION II: REPRESENTATION - Membership in the Society shall be vested in the company, and the company may be represented at any meeting of the Society by any of its principals, owners, partners or management employees. Each company shall be entitled to cast only one vote on such matters requiring a vote, such vote residing with its official representative as duly registered with the Society, or with such individual attending the meeting and serving as a proxy for voting purposes provided that such proxy be communicated to the Society via the normal registration procedures for the particular meeting for which the proxy is given.

SECTION III: APPLICATION FOR MEMBERSHIP - Application for membership in the Society shall be made by an authorized representative of the company and shall include an expressed agreement by the company to comply with the bylaws of the Society and the policies adopted by the Board of Directors during the term of membership, including the payment of required dues and assessments. An initial dues payment need not accompany the membership application, however payment of at least one quarter's dues shall be required in order to exercise the full privileges of membership in the Society.

SECTION IV: ADMISSION OF MEMBERS - Any application for membership must be acted upon by the Board of Directors, such action occurring at the next duly scheduled meeting of the Board. In the interim between Board meetings, the Society's Chief Staff Executive shall grant a provisional membership subject to review and final approval by the Board at its next scheduled meeting.

SECTION V: RESIGNATION OF MEMBERSHIP - Society dues shall be considered earned upon receipt. A member in good standing may resign its membership at any time upon submission of written notice to the Society's offices. Any outstanding debts or invoices for past services shall be due and collectible upon receipt of such resignation notice, excepting those invoices for continuation of membership beyond the date of such resignation notice. A paid member that discontinues its metalcasting operations shall be judged to have resigned its membership in the Society effective as of the date upon which it ceases operations.

SECTION VI: TERMINATION OF MEMBERSHIP - Membership in the Society shall be considered in arrears if dues remain unpaid three months after an annual or quarterly dues invoice is issued by the Society. The Society shall suspend the membership privileges of any company found to be in arrears until such time as all outstanding obligations shall be met. Such suspensions shall be brought before the Board of Directors who, barring any special circumstances, shall approve the termination of the company's membership for non-payment of dues no more than 90 days following the Board review.

ARTICLE IV - DUES, FEES AND ASSESSMENTS

SECTION I: SCHEDULE AND MEMBERSHIP YEAR - Annual dues shall be billed under such schedule as may be approved and made known by the Board of Directors at the start of each membership year. The Membership Year shall run concurrent with the Society's Fiscal Year beginning on July 1st and ending on the succeeding June 30th. The membership year for companies that join after the start of the fiscal year shall commence upon approval of their membership application by the Board and extend for full twelve months thereafter.

SECTION II: INVOICING AND PAYMENT - At the start of each company’s membership year, the Society shall invoice them for the coming year's dues. At the Board's discretion, members may be given an option to pay their dues in equal quarterly installments, including any quarterly payment surcharge that may be applied. Members that joining the Society after the start of a fiscal year shall be accorded a full twelve months membership commencing upon the approval of their membership application by the Board. Membership renewals for those companies will be billed at the anniversary of their approval. The same payment options will also be offered to anniversary date renewal members.

SECTION III: DUES BRACKETS - Membership invoices shall be issued according to the most recent dues bracket information available for each member. Members may adjust their dues bracket and amount by noting such change upon the invoice and returning it to the Society's offices along with the appropriate payment amount. The Society may from time to time request confirmation of a company's dues bracket by whatever means may be determined as suitable for such purpose.

SECTION IV: FEES AND ASSESSMENTS - In an emergency or to fund a specific program or service, the Board of Directors may determine to levy a Special Assessment upon the membership in addition to each member's dues as provided for above. Such assessments may be calculated by whatever means the Board deems appropriate, and payment of a Board-levied assessment shall constitute a requirement for continued membership in the Society.

Divisions of the Society as hereinafter described may also levy special assessments. Division assessments must be approved by a majority vote of the members of such Division in attendance at any duly called meeting, or by mail or electronic ballot as provided for in Article VI of these bylaws. Assessments may be applied to all members of the Division, or to any segment of the Division membership as may be identified, however no assessment shall be made upon any NFFS member company that does not belong to the Division. Payment of Division assessments shall be voluntary, and no Division assessment may be enforced against a Division member without its consent. However, benefits derived or resulting from a project or program funded via Division assessment may be restricted to contributing members or denied to companies choosing not to pay the assessment as permitted under the law. Division assessments shall require advance approval by the Society's Board of Directors.
Participation fees in addition to member dues may be established by the Society for any program and/or activity to be conducted, and payment of such fee shall be a prerequisite for participation in that activity or service by any member company. The Society may from time to time offer access to member services to non-member companies on a fee-paying basis, but such non-member fees shall be set in consideration of the on-going support provided by member companies through the payment of membership dues.

ARTICLE V - MEETINGS

SECTION I: ANNUAL MEETING - There shall be an Annual Meeting of the membership of the Society for the purpose of transacting such business as may be required, at such time and place as shall be determined by the Board of Directors. Notice of the time and place of the Annual Meeting shall be both mailed and emailed to the last recorded address of each member of the Society not less than thirty (30) nor more than ninety (90) days prior to the meeting date.

SECTION II: SPECIAL OR DIVISION MEETINGS - Special meetings of the Society or of any Division may be called from time to time, or must be called upon the written request of ten percent (10%) of the members of the Society or Division. Notice of any special or Division meeting showing the time, place and purpose of the meeting shall be mailed to the last recorded address of each member of the Society or Division at least ten (10)thirty (30) and not more than sixty (60)ninety (90) days prior to the meeting.

SECTION III: QUORUM - At any duly called meeting of the Society, attendance by ten percent (10%) of the eligible membership in shall constitute a quorum for the transaction of business. Should a quorum not be present, the presiding officer at the meeting may adjourn the meeting without further notice until such time as a quorum can be achieved.

ARTICLE VI - BOARD OF DIRECTORS

SECTION I: POWERS - The general, supervision, direction and control of the affairs of the Society shall be vested in the Board of Directors, to be comprised of representatives of member companies in good standing. This Board alone shall determine the Society's policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes and mission, and shall direct the collection and disbursement of its funds.

The Board shall approve applications for membership, shall have the authority to set dues and determine dues brackets, and shall approve all participation fees and/or assessments to be imposed upon or required of members or program participants. It may adopt such rules, regulations and procedures for the conduct of its business as shall be deemed necessary and advisable.

SECTION II: COMPOSITION - The Board shall consist of a maximum of twenty-five (25) Directors plus three officers (namely the President, Vice-President and Treasurer). In addition, the Immediate Past President shall serve as a member of the Board for a two-year term following his Presidency. Special care shall be taken to assure that representation on the Board shall be demographically balanced by metals cast, casting process employed, geographic location, and size of company.

SECTION III: TERMS - The term of office for a Director shall be three (3) years, commencing at the Annual Meeting in the year of his election and ending at the Annual Meeting three years hence. Terms of Board members shall be staggered. A Director may succeed himself on the Board only once to a maximum of six (6) consecutive years on the Board.

SECTION IV: MEETINGS OF THE BOARD - The Board shall meet at least three times each year: once immediately prior to the Annual Meeting and at least twice again during the administrative year at such time and place as may be determined. More frequent meetings may be called by the President upon his own initiative, and must be called upon the written request of a majority of the Directors. Notices of Board meetings shall be sent to all Directors and Officers of the Society at least thirty (30) but not less than ten (10) days prior to the appointed time for such meeting. Except as hereinafter provided in these bylaws, Board members may neither delegate their responsibilities nor appoint an alternate to represent them at Board meetings.

SECTION V: QUORUM OF THE BOARD - One-half (50%) of the full Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present, the President may adjourn the meeting without further notice until such time as a quorum can be achieved.

SECTION VI: VOTING - The action or expressed will of a majority of the Board members present at any duly-called meeting, or voting by mail or electronic ballot as provided for in Article XI of these bylaws, shall be considered an action or expression of the will of the Board as a whole. A Board member shall be empowered to cast a single vote on any matter requiring a vote, and such vote may not be assigned nor given by proxy to another Board member.

SECTION VII: RESIGNATION OR REMOVAL - A Director may resign from the Board upon written notice to the President or the Chief Staff Executive, and such resignation shall take effect upon the time specified therein, or if no time is specified, upon acceptance of the resignation as determined by the President and the Board. A Director whose employment with the company he represents is dissolved for any reason shall be considered to have resigned from the Board of Directors of the Society as of the effective date of such dissolution. A Director may be removed for cause by action of the Board provided the Director is accorded due process under the bylaws.

SECTION VIII: ABSENCE - A Board member who is not able to attend any duly-called Board meeting shall be obligated to let the President of the Society know the reason for his absence prior to the meeting. Should a Director fail to meet this obligation, the President shall subsequently contact the Director to determine his continued interest and ability to serve on the Board. If in the President’s opinion the Director is unwilling or unable to honor his commitment to serve as a Board member, or if at any time a Director shall have missed two-thirds of the regularly-scheduled meetings of the Board (with or without reason) in a given year, the Director shall be considered to have resigned from the Board in absentia. His seat will immediately be declared vacant and this vacancy will be filled for the unexpired term thereof as provided for in these bylaws. However, the Board may grant a special one-time exemption from the enforcement of this provision, acting either on its own initiative or upon written request by the Director prior to the meeting at which action on such vacancy shall otherwise be taken.

SECTION IX: VACANCIES - A vacancy occurring on the Board by reason of the death, resignation or removal of a Director or Officer for any reason shall be filled by appointment by the President of the Society with the concurrence of the Board of Directors. In filling such vacancies, the President shall attempt wherepossible to maintain the geographic and demographic balance of the Board.

ARTICLE VII - EXECUTIVE COMMITTEE AND OFFICERS

SECTION I: EXECUTIVE COMMITTEE - There shall be an Executive Committee of the Board of Directors, consisting of the President, Vice President, Treasurer, and the Immediate Past President and two other Directors. The Executive Committee shall be charged with the active management of the Society in the intervals between Board meetings and shall carry the full authority and power to act for the Board whenever it be deemed impractical or inexpedient to convene or to poll the full Board of Directors, except as prohibited by law. This authority includes, but it not limited to, matters of overseeing:

· Staffing
      o Selection/retention (including potential involvement in the interview process);
      o Overseeing personnel development through review of performance evaluations;
      o Overseeing compensation levels and granting of changes in benefits in advance;
      o Overseeing plans for assignment of job responsibilities and development of core competencies for staff  

        members
· The authority to perform detailed financial review of expenditures and matters of legal compliance for expense and wage reporting.
· Other operating matters which may arise from time to time

The Executive Committee shall report any such actions taken on behalf of the Board at the next regularly scheduled Board meeting.

The Executive Committee shall administer the affairs of the Society in compliance with the Operating Budget and in harmony with the policies and decisions of the full Board of Directors and the provisions of these bylaws. The Executive Committee shall meet for action whenever possible at the call of the President, but may take action by telephone or mail or electronic ballot as provided for in Article XI of these bylaws. Among its duties, the Executive Committee shall meet at least annually to review and evaluate the performance of the Chief Staff Executive, to review his employment agreement as necessary, and to set his compensation in accordance with such employment agreement.

SECTION II: TERM - The term of office for an Executive Committee member shall be one year except as hereinafter provided. Terms for Executive Committee members shall commence at the Annual Meeting in the year of his election and end at the succeeding Annual Meeting. Election to an Office of the Society shall be subject to the recommendation of the Nominating Committee and approval of the Board of Directors.

SECTION III: PRESIDENT - The President shall be the Chief Elected Officer of the Society and shall preside at all meetings of the Society, the Board of Directors, and the Executive Committee. The President shall be an ex-officio member with full voting rights of all Society Divisions and Committees with the exception of the Nominating Committee.

The President shall have a one year term of office. He shall perform such duties as may be incident to the office or as may be prescribed by the Board of Directors, but shall neither be charged nor empowered with the executive nor administrative responsibilities in the day-to-day management of the Society or in the conduct of its affairs. He shall, however, communicate to the staff and to the Board of Directors such matters and such suggestions as may in his opinion tend to promote the welfare and increase the effectiveness of the Society in keeping with the goals and objectives established by the long range plan.

The President shall direct the work of the Society through its committees and staff and shall act as needed to enforce the Society's Articles of Incorporation and Bylaws. He shall make all necessary appointments of Committee Chairmen and shall act to fill Board vacancies occurring during his term with the concurrence of the Board. He shall serve as the official spokesman of the Society and shall make reports on the progress of the Society to the membership and to other interested parties or organizations at the Annual Meeting and by such other means as may be deemed necessary and available. He may delegate or assign such of his normal duties and responsibilities to such other Officers, Directors, Committees or staff as he deems appropriate and shall expect full and complete reports on such assignments on whatever basis and in whatever form he may proscribe.

SECTION IV: VICE-PRESIDENT - The Vice President shall serve a one year term and shall perform such duties as may be prescribed or delegated to him by the President or the Board of Directors. In addition, the Vice President shall serve as Chairman of the Planning Committee during his term. In the event of the death, disability, or absence of the President, the Vice President shall assume and exercise the powers of the Presidency until such time as the President is again able to resume his responsibilities.

SECTION V: TREASURER - The Treasurer shall serve a one year term but may be reappointed to succeeding terms without limit at the recommendation of the Nominating Committee and with the approval of the Board of Directors. The Treasurer shall serve as the Chairman of the Finance Committee and shall keep an accurate accounting of all monies received or disbursed by the Society for any purpose. He shall oversee the development of an annual Operating Budget for presentation to and approval by the Board of Directors prior to the start of the coming fiscal year.

The Treasurer shall maintain open records of all funds, vouchers, books, or records of the Society's financial transactions, and such records shall be available for annual audit or inspection as may be required by the Board. He shall make reports on the financial condition of the Society to the Board of Directors at each regularly-scheduled Board meeting, and to the membership at the Annual Meeting in such form as may be deemed appropriate. The Chief Staff Executive shall assist the Treasurer in the performance of these duties as may be required.

SECTION VI: IMMEDIATE PAST PRESIDENT - Upon completion of his term in office, the President shall become the Immediate Past President but shall retain his seat on the Executive Committee for his term in that office. He shall also serve as chairman of the Past Presidents' Council, a senior advisory council to the Executive Committee and the Board of Directors. In that capacity, he shall continue to serve as a member of the Board of Directors with full voting rights for an additional one-year term.

SECTION VII: CHIEF STAFF EXECUTIVE - The administration and day-to-day management of the Society shall be vested in a salaried Chief Staff Executive employed or appointed by and directly responsible to the Board of Directors. He shall have the title of Executive Director or such other title as the Board may designate, and he shall be the Chief Executive/Operating Officer and Secretary of the Society. The specific duties of the Chief Staff Executive shall be as established by the Board of Directors in his employment agreement or at any subsequent renewal or revision thereof.

The Chief Staff Executive shall manage and direct all operations, programs, activities, and affairs of the Society, including the employment and/or termination of all full and part-time support personnel, setting their compensation within the boundaries of the approved Operating Budget and within the framework of established policy, goals and objectives of the Society as set forth by the Board of Directors and the long range plan. He shall sign all contracts for goods and/or services on the Society's behalf, and shall hold direct authority over all independent third-party contractors or consultants retained or employed by the Society to assist in the attainment of any of its goals or objectives.

Notwithstanding the provisions of the previous paragraph, the NFFS Board of Directors, and by extension the Executive Committee on behalf of the board, has the authority to review and oversee all operations of the Society in whatever level of detail it deems appropriate in its sole discretion.

ARTICLE VIII - DIVISIONS

SECTION I: FORMATION - Upon the authorization of the Board of Directors, Divisions comprised of member firms pouring common metals or alloys, producing common or similar products, or employing specific casting processes may be formed within the Society to address the specific concerns and/or promote the specific interests of Division members. Divisions may choose their own leadership and set their own rules and operating procedures but shall at all times be subject to the Bylaws of the Society and the rules and policies of the Board of Directors. Divisions shall be subject to the continuing approval of the Board.

SECTION II: POWERS - Divisions may undertake such projects or programs on behalf of their members as may be deemed necessary or beneficial and may levy assessments upon the members of the Division as provided for within these Bylaws. However, no action of or obligation incurred by a Division shall be considered to be an action or obligation of the Society as a whole unless approved in advance by the Board of Directors.
General funding requests must be submitted to the Finance Committee for inclusion in the Society's annual Operating Budget, but funds raised specifically from among members of a Division to pay for a specific project may be committed and/or spent without requiring further Board approval.

SECTION III: MEMBERSHIP - All member companies who qualify for membership in a Division as established shall automatically be considered members of the Division without further application or any requirement for the payment of additional dues or assessments.

However, as previously described, the benefits derived or resulting from a project or program funded via Division assessment may be restricted to contributing members or denied to companies choosing not to pay the assessment as permitted under the law.

SECTION IV: BOARD LIAISON - A member of the Board of Directors will be assigned to serve as liaison to each Division established within the Society. As such, this Director shall act as the official conduit for reports and/or funding requests emanating from the Division to the Board. Board liaisons shall be active in the affairs of the Division to which he is assigned, including attendance at or participation in meetings or conference calls. Divisions may request the appointment of a specific Board member to serve as its official Board liaison and may further recommend candidates for election to service on the Board. The President and the Nominating Committee shall consider but shall not be bound to those requests in making such appointment or nominations.

ARTICLE IX - COMMITTEES

SECTION I: STANDING COMMITTEES - With the concurrence of the Board of Directors, the President may from time to time establish and appoint such Standing Committees for the Society as may be deemed necessary but are not otherwise provided for within these Bylaws. In doing so, the President shall charge each Committee with its responsibilities and shall direct the efforts of each Committee in the pursuit of its assigned objectives. Once established, Standing Committees shall exist until such time as dissolved or until all of its assigned objectives have been achieved. Committees shall review their charges and objectives on an annual basis and shall provide reports on their progress and activities to the President and to the Board of Directors as required.

SECTION II: AD HOC COMMITTEES - Special Ad Hoc Committees or Task Forces may be established from time to time to direct specific projects or achieve specific objectives with the context of the Society's long range plan. Ad Hoc Committees shall exist only until such time as the purpose for which they have been created has been achieved or fulfilled. The President shall, with the concurrence of the Board of Directors, establish and appoint such Ad Hoc Committees as may be deemed necessary, shall charge such Committee with its responsibilities, and shall direct its efforts in pursuit of its assigned objectives.

SECTION III: POWERS - Standing or Ad Hoc Committees may undertake such projects or programs on behalf of the membership as may be deemed necessary to the achievement of their assigned objectives but must obtain advance approval from the Board of Directors before any project can be undertaken if such project shall require the expenditure of funds not already provided for in the Society's annual Operating Budget. Funding requests for on-going Committee projects or activities must be submitted to the Finance Committee for inclusion in the Society's annual Operating Budget, and no action of or obligation incurred by a Committee shall be considered to be an action or obligation of the Society as a whole unless approved inadvance by the Board.

Committees may set their own rules and operating procedures but shall at all times be subject to the Bylaws of the Society and the rules and policies of the Board of Directors. A majority of the appointed membership of any Committee shall constitute a quorum for the conduct of its affairs.

SECTION IV: CHAIRMEN AND COMMITTEE MEMBERS - Upon assuming office, the President shall appoint a Chairman to preside over each Standing and Ad Hoc Committee. Committee Chairmen shall serve a one-year term and may be re-appointed for an additional term at the discretion of the succeeding President. The President shall further appoint the membership of each Committee subject to approval of the Board of Directors. Ad Hoc Committee members shall be appointed for the period for which the Committee is established or for one year, whichever is shorter. Each succeeding President may, at his discretion, re-appoint any member to service on a Committee for an additional term upon recommendation of the outgoing Committee Chairman.

SECTION V: BOARD LIAISON - A member of the Board of Directors shall be assigned to serve as official liaison to each Standing and/or Ad Hoc Committee established within the Society and shall act as the official conduit for reports and/or funding requests emanating from the Committee to the Board. This Board liaison shall be an ex-officio member with full voting rights of the Committee to which he is assigned and shall be active in its affairs, including attendance at or participation in meetings or conference calls.

SECTION VI: NOMINATING COMMITTEE - At least ninety (90) days prior to the Annual Meeting, the President shall appoint a Nominating Committee to present a slate of candidates to fill all vacancies on the Board of Directors, the Executive Committee and Officers that are slated to occur. The Immediate Past President shall serve as Chairman of the Nominating Committee for two years. In addition, the President shall name two other current Board members to serve on the Nominating Committee, at least one of whom shall have served at least one full term on the Board. Other than the Chairman, Nominating Committee members shall serve only until their charge has been fulfilled.
At least sixty days prior to the Annual Meeting, the Nominating Committee shall submit nominations for each office, Board, or Executive Committee seat coming vacant to the Chief Staff Executive for consideration and election by the Board of Directors. In selecting candidates for nomination to the Board, the Nominating Committee shall contact all candidates to determine their interest, willingness, and ability to serve. The Committee shall also endeavor to maintain a demographic and geographic balance on the Board of Directors consistent with the current membership of the Society.

The Chief Staff Executive shall present the Nominating Committee recommendations to the Board not less than seven (7) days prior to the Board meeting held in conjunction with the Annual Meeting. Election shall be by majority vote of the Board, and all Directors and Officers thus elected shall assume office immediately.

SECTION VII: FINANCE COMMITTEE - The Finance Committee shall be comprised of the Executive Committee, with the Treasurer serving as Chairman, and not less than two (2) nor more than four (4) other members appointed by the President. The Finance Committee shall supervise and assist in the administration of the Society's finances, shall consider funding requests from Divisions and/or Committees, and shall be charged with the development and oversight of the Society's annual Operating Budget.

SECTION VIII: PLANNING COMMITTEE - The Planning Committee shall consist of the Executive Committee, the two most recent Past Presidents of the Society, two other current members of the Board of Directors, and up to three individuals representing the Society's membership at large. The Vice President shall serve as Chairman of the Planning Committee. The Planning Committee shall be charged with the review and evaluation of the Society's goals and objectives as set forth in the long range plan. To that end, the Committee shall periodically survey the membership to assess their current needs and interests and to evaluate the value and effectiveness of existing Society programs. Based upon the response, the Committee shall suggest modifications, amendments or revisions the long range plan as may be required to the Board of Directors to assure the attainment of the Society's purposes and mission as described in the plan and in these Bylaws.

ARTICLE X - MISCELLANEOUS

SECTION I: MAIL OR ELECTRONIC BALLOT - Whenever a question requiring a vote shall arise that, in the judgment of the Board of Directors, the Executive Committee or the President, it would not be expedient to call a meeting to decide, such question may instead be decided by mail ballot unless otherwise required by these Bylaws. Such question shall be presented to the Board, Executive Committee of the membership at large or a Division of the members in writing to the last known address of each company to be polled and shall be decided by a majority of the members responding within the timeframe specified for response.


Where practical, economical or in circumstances where time is of the essence, electronic media such as computer e-mail or fax machine may serve as the vehicle for either the notification, response, or both. Action taken by mail or electronic ballot shall be equally as binding upon the Society as if such action had been taken at a duly called meeting, provided each ballot is signed on behalf of the voting member and: 1.) in the case of a vote by the Board and/or the Executive Committee, the action has been unanimously approved, and 2.) in the case of voting by the membership at large or of a Division of the membership, the action has been approved by a majority of the members eligible to vote on the question.

SECTION II: FISCAL YEAR - The fiscal year for the Society shall begin on July 1st and shall end on June 30th of the following year.

SECTION III: AUDIT - A review of the books of account of the Society at the close of each fiscal year shall be performed by a certified public accountant appointed by the President with the approval of the Board of Directors. The review report shall be submitted to the Board at the Annual Board meeting, or within one hundred twenty (120) days of the close of the fiscal year.

SECTION IV: PROCEDURES - All meetings of the Society shall be governed by Parliamentary law as set forth in Robert's Rules of Order.

SECTION V: AWARDS - The Board of Directors may create such awards and honors for service to the Society and the industry as they deem to be appropriate. The Past Presidents' Council shall serve as the Awards Committee for the nomination of award recipients, such nominations being subject to approval by the Board of Directors. The cost of such awards may be included in the annual Operating Budget or may be defrayed by contributions or bequests to the Society for such purpose.

SECTION VI: INDEMNIFICATION - The Society shall, to the extent permitted by law, indemnify persons serving as Officers, Directors or employees of the Society against any threatened, pending or completed legal action, suit or proceeding resulting from that person's service in such capacity. The Society shall purchase and keep in force a Directors & Officers Liability insurance policy and shall bond at its expense any person or persons entrusted with the handling of Society funds or financial records.

SECTION VII: LIMITED LICENSE - Any member in good standing shall, during the period of its membership, be permitted to display the Society's logo, trademark and/or service marks, together with the word "MEMBER" prominently displayed to denote their membership in the Society. Recognized Management Group shall, during the period of their recognition, be permitted to display the Society's logo, trademark and/or service marks, together with the Society's name and the appropriate geographic

Any such grant of limited license shall extend no further rights in, or for use of, such logo, trademark or service marks, and such license shall terminate with the membership of the company. Notice of termination of license shall be presumed upon the termination of the relationship with the Society. No use of the Society's logo, trademark and/or service marks shall at any time be taken to imply agency, approval, endorsement or certification of a company and/or its products or services, or any relationship other than that of membership in good standing.

ARTICLE XI- AMENDMENT

SECTION I: AMENDMENT - The bylaws may be amended, supplemented, revised or repealed by a majority vote of the members present at any meeting of the Society provided that the proposed change be submitted by mail to the last known address of every member at least thirty (30) days prior to the meeting, or by mail or electronic ballot as provided for in Article X of these bylaws. Bylaws amendments may be submitted to the membership for approval only upon two-thirds vote of the Board of Directors at any meeting thereof or a unanimous mail or electronic ballot vote of the Directors as provided in Article X of these bylaws.

The Board of Directors may, upon consideration of the circumstances, waive the application of any Article, Section, provision or stipulation of these Bylaws as may be permitted by law, however, such waiver shall not constitute a waiver of the Bylaws in toto nor a permanent amendment of the Bylaws.

SECTION II: BYLAWS COMMITTEE - The Executive Committee shall serve as the Society's Bylaws Committee for the purpose of drafting and presenting any amendments and/or revisions to the membership for approval and adoption.

ARTICLE XII- DISSOLUTION OR MERGER

SECTION I: DISSOLUTION - The Society may be dissolved in the manner prescribed by applicable law provided that such dissolution is approved by a two-thirds (2/3) vote of the full membership of the Society for the question. Such vote shall be taken at a special meeting of the Society called for such purpose, and an abstention on the question of dissolution shall be recorded as a negative vote.

Upon dissolution, any remaining funds and/or assets on hand after the payment of all outstanding obligations may be donated to a non-profit tax exempt organization serving the metalcasting industry such as the Foundry Educational Foundation or the Cast Metals Institute. Any plan for the disposal of such assets shall require the approval of two-thirds (2/3) of the membership of the Society at the time of dissolution.

SECTION II: MERGER - The Society may merge with another tax-exempt non-profit organization serving the non-ferrous metalcasting industry upon the adoption of a plan of merger in the manner prescribed by applicable law, provided such plan is approved by a two-thirds (2/3) vote of the full membership of the Society for the question. Such vote shall be taken at a special meeting of the Society called for such purpose, and an abstention on the question of merger shall be recorded as a negative vote.

Upon approval of the plan of merger, any remaining funds and/or assets on hand after the payment of all outstanding obligations may be transferred to the successor or surviving organization, or may be donated to a non-profit tax exempt organization serving the metalcasting industry such as the Foundry Educational Foundation or the Cast Metals Institute. Any plan for the disposal of such assets shall require the approval of two-thirds (2/3) of the membership of the Society at the time of the merger.

Membership Management Software Powered by YourMembership  ::  Legal