iNARTE BYLAWS

Adopted: 11 September 1982
Revised: 26 March 1986, 30 June 1988, 30 April 1989, 11 March 1990, 2 June 1991, 30 June 1993, 1 June 1995,
30 June 1997, 30 June 1998, 1 July 1999, 15 July 2000, 7 May 2002, 5 October 2002

INDEX

Back to INDEX

ARTICLE I. GENERAL

    Sec. 1. Name. This Association shall be known as iNARTE, Inc., (The International Association for Radio, Telecommunications and Electromagnetics, Incorporated)
    Sec. 2. Purposes. The purposes of the Association shall be those set out in the Articles of Incorporation.
    Sec. 3. Funds. This Association is not intended as a profit-making organization, nor is it founded with the expectation of making a profit. This Association shall use its funds only for objects and purposes specified in these BY-LAWS and Articles of Incorporation.
    Sec. 4. Bonding. Persons entrusted with the handling of Association funds may be required, at the discretion of the Executive Committee, to furnish, at Association expense, a suitable fidelity bond. Either the position or the specific individual may be bonded, at the discretion of the Executive Committee.
Back to INDEX

ARTICLE II. OFFICES

    Sec. 1. Offices. The principal and registered office of the Association is at 167 Village Street, Town of Medway, County of Norfolk, State of Massachusetts, 02053. Said offices may be changed from time to time by the Board of Directors or the Executive Committee, and the Association may have such additional offices as the Board of Directors or the Executive Committee may designate or as the activities of the Association may require from time to time. However, the registered office shall remain in Massachusetts pursuant to the Massachusetts Nonprofit Corporation Laws.
    Sec. 2. Registered Agent. The registered agent of the Association required by the Massachusetts Non Profit Corporation Law may be either an individual resident of the State of Massachusetts whose business office is identical with the registered office of the Association, or a domestic corporation, or a foreign corporation authorized to transact business in the State of Massachusetts, having a business office identical with the registered office of the Association. The registered agent of the Association may be changed from time to time by the Board of Directors or the Executive Committee.
Back to INDEX

ARTICLE III. MEMBERSHIP/CERTIFICATION

    Sec. 1. Membership/Certification. Membership/ Certification requests shall be considered by the Membership/ Certification committee. The Board shall cause to be kept a register of members and certified individuals. The list of members or certified individuals shall not be sold or otherwise made public except by vote of the membership. Members or certified individuals need not be residents of the state of incorporation.
    Sec. 2. Qualifications. Membership/Certification in the Association shall be in accordance with criteria specified by the Association pertaining to telecommunications, electromagnetic compatibility, electrostatic discharge control or other disciplines and to those individuals from any branch of the radio or telecommunication or electromagnetic compatibility profession, who are proficient in the use, design, operation or engineering of associated systems. An individual shall be deemed proficient for these purposes if such individual is:
    1. At the time of the adoption of these Bylaws, licensed as a general radio, telephone or telegraph operator by the FCC, or
    2. Licensed as a Radio or Telecommunications Engineer by any of the states, territories, or possessions of the United States, or
    3. Able to demonstrate to the Membership/ Certification Committee his or her proficiency by such practical experience, education, service record, teaching, examination, publication or other considerations as shall be adopted by the Membership/Certification Committee, or
    4. Meets other criterion as specified by the Association.
    Membership shall be designated as follows:
    1. Senior Member. This is the highest grade for which application or designation may be made and shall require experience and technical expertise reflecting professional maturity. To be considered for Senior Membership status, the applicant must qualify as an individual who has practiced in the field of telecommunications (telephone, microwave, satellite, broadcast, radio or multiplex engineering, etc.) or electromagnetic compatibility and/or electrostatic discharge control for a minimum period of fifteen years and who can demonstrate significant professional performance in one or more of the afore said areas of expertise either as a technician or engineer engaged in the radio/telecommunications or the electromagnetic compatibility and/or the electrostatic discharge fields.
    2. Member. All other current members who have paid their annual dues, except associate and honorary members as provided below.
    3. Associate Member. Any radio or telecommunications, or electromagnetic compatibility trainee, apprentice or student who is enrolled in or who has graduated from a training course approved by the Membership/Certification Committee, or anyone who is interested in the association.
    4. Honorary Member. A person who has rendered eminent social service or scientific or engineering work or invention in the advancement of radio or telecommunications, or electromagnetic compatibility may be elected as an honorary member. The Membership/Certification Committee may, on its motion, nominate one (1) candidate per year for honorary membership and the active members shall be entitled to vote thereon at the next annual meeting of members. Such election shall be by two-thirds vote. An honorary member shall not be assessed membership dues.

    Sec. 3. Dues. The annual dues required for membership/certification in the Association shall be determined by the vote of the Board members, on recommendation of the Executive Committee. Dues may be varied from year to year, but membership dues shall be the same for all members. Dues for all members shall also be determined by a vote of the Board membership, on recommendation of the Executive Director. No part of the annual dues shall be rebated, refunded, or forgiven by reason of death, withdrawal or removal. The failure to pay annual dues may constitute reason to suspend or terminate the membership/certification of an individual in this organization. This determination shall be made at the sole discretion of the Membership/Certification Committee.
    Sec. 4. Certification Fees. Certification dues are based on a tiered structure depending on the class of certification qualified for and approved. Certification dues may vary from year to year based on recommendation(s) presented by the Executive Director. Any changes to certification dues must have full board approval. Further, no part of these dues shall be rebated, refunded or forgiven by reason of death, withdrawal or removal.
    Sec. 5 Refunds. Any dues or fees for membership and/or certification received by iNARTE are non-refundable once the person has applied for membership and/or certification.
    Sec. 6. Voting. Each active member shall be entitled to one vote in the affairs of the association. Voting may be in person or by mail or electronic ballot as specifically provided below. Each matter listed on the published agenda and mail ballot prepared for a meeting shall be determined according to a majority of the votes by the members who are present and by those who have returned mail ballots. To be counted, mail ballots must be received by the Secretary prior to the time at which the meeting is called to order where the applicable issues are to be decided. A mail ballot may be rescinded in whole or in part by a member in person at any time before the vote to which it relates is taken. Matters other than those specifically listed on the published agenda and mail ballots shall be determined by a majority of the votes by the members who are present at the meeting.
    Sec. 7. Duration of Membership/Certification. Membership/Certification in this Association may terminate by voluntary withdrawal as herein provided or as otherwise set forth in these BYLAWS. All rights, privileges, and interests of a member in the Association shall cease on termination of membership/ certification. Membership/Certification shall be nontransferable. Any member, by giving written notice of such intention, may withdraw from membership. Withdrawals shall be effective on fulfillment of all obligations to the date of withdrawal.
    Sec. 8. Suspension and Expulsion. If, in a written and signed communication addressed to the Professional Practice and Ethics Committee, any member of the Association shall be charged with unprofessional conduct or with conduct detrimental to the objects or interests of the Association or in violation of its Articles of Incorporation, BYLAWS or rules and regulations, the Professional Practice and Ethics Committee shall consider the matter and should it decide to take further action, the Executive Director shall send a copy of the charges to the accused member, who shall be given thirty days from the date of mailing of said charges to reply, whereupon the Professional Practice and Ethics Committee shall take such further action as it may deem proper.
    If two-thirds of the members of the Professional Practice and Ethics Committee, after a fair and impartial hearing on due notice to the accused, shall be satisfied of the truth of the charges, the Professional Practice and Ethics Committee may request the offending member to resign or may suspend or expel said member. Should said member decline to resign on such request, such member's name shall be stricken from the rolls by the Executive Director and said member's membership shall be revoked and canceled. For purposes of this paragraph, notice shall be given by the Executive Director by registered or certified mail to the accused member at the last known address of the member at least thirty (30) days before the hearing.
    Sec. 9. Initial Operation of Association Without Formal Membership. The initial Board of Directors, Officers of the Association and committee members elected or appointed at the first annual meeting, which meeting will also be the organizational meeting of said Association, by definition cannot be active members of said Association since no membership/certification committee will have existed to pass upon or admit applicants for membership/certification in this Association. However, active membership is required by these BYLAWS as qualification of such service. Therefore, at such time as the Membership/Certification Committee commences the granting of membership in this Association, all Directors, Officers and committee members shall apply for and be granted membership in this Association or they shall be removed from their respective office or committee and replaced by the remaining Board of Directors pursuant to these BYLAWS.
Back to INDEX

ARTICLE IV. MEMBERSHIP MEETINGS

    Sec. 1. Annual Meeting. There shall be an annual meeting of members of this Association to be held at a place and time designated by the Board of Directors for receiving reports, and the transaction of other business. Meetings shall be open to all classes of members. Annual meetings need not be held in the state of incorporation.
    Sec. 2. Quorum. Those members present at the annual meeting shall constitute a quorum.
    Sec. 3. Order of Business. The order of business at the annual meeting shall be as follows:
      (A) Call to order;
      (B) Reading of minutes of previous meeting;
      (C) Receiving communications;
      (D) Reports of officers;
      (E) Reports of committee heads and committees;
      (F) Unfinished business;
      (G) New business;
      (H) Election of officers;
      (I) Adjournment.
    The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules as laid down in the most recent edition of Robert's Rules of Order shall govern, when not in conflict with these BYLAWS. The Association's attorney or such other person selected by the President, shall act as the parliamentarian at the annual meeting. The President or senior Officer or Director present shall appoint a sergeant -at-arms to assure only members or other authorized persons are allowed entry to the meetings and to assure the maintenance of order and decorum.
    Sec. 4. Special Meetings. Special meetings of the Association may be called at any time by the President, or in his absence, by a Vice-president or Secretary, on the written request of a majority of the Executive Committee, or on the written request of not less than twenty percent (20%) of the members of the Association.
    Sec. 5. Ballots. A member shall be entitled to vote electronically or by mail on all matters scheduled for action on the published agenda for either an annual or special meeting of the membership. The Secretary shall prepare a mail ballot which includes a concise statement of each resolution which is proposed on the meeting agenda and a list of all nominees for Officers and/or Directors, and their qualifications. The resolutions and nominations described on the agenda and mail ballot shall not be modified or otherwise amended before the scheduled vote is taken; provided, that any nominee may withdraw at any time.
    When, in the judgment of the Executive Committee, any question shall arise that should be put to a vote of the membership, and when it deems it inexpedient to call a special meeting for that purpose, it may, unless otherwise required by these BYLAWS, submit the matter to the membership in writing by mail for vote and decision. The questions thus presented shall be determined according to a majority of the votes received by mail within twenty-one (21) days after such submission to the membership, provided that, in each case, votes of at least twenty percent (20%) of the members shall be received. Action taken in this manner shall be as effective as action taken at a duly called meeting.
    Sec. 6. Notice. The staff shall issue a written or printed notice for each annual or special meeting to each member at the post office address of the member appearing upon the records of the corporation. The notice shall include a proposed agenda and a form of mail ballot as provided by these BYLAWS. Except as otherwise required by the Articles of Incorporation, the notice shall be mailed not less than thirty (30) days nor more than ninety (90) days prior to the day of the meeting.
Back to INDEX

ARTICLE V. LOCAL CHAPTERS

    Sec. 1. Object. The object of a local chapter shall be to provide members for furthering the objectives of the Association through a local organization of members who reside within a given territory. The Board of Directors acts as the National Charter.
    Sec. 2. Charters. The Board of Directors, at its discretion, may grant charters for local chapters of the Association on application of 15 active members in good standing in the Association in any state of the United States, its territories or possessions or in any other country. Each charter shall specify the geographical area in which the local chapter is to function. As a requisite for the granting of such charters, the Board of Directors shall approve the chapter's constitution, bylaws, and any amendments thereof.
    Sec. 3. Membership. Membership of local chapters shall be composed exclusively of the members of the Association as defined in its Articles and BYLAWS. Membership in a local chapter shall be available to any member of the Association who resides in or maintains a professional place of business in the defined geographical area of the local chapter. The Board of Directors may, on cause it deems sufficient and on a 120 day notice, suspend or disband any chapter.
    Sec. 4. Duties. A local chapter is expected to assist the Membership and Professional Practice and Ethics Committees, aid in the promotion of social and business contacts among persons engaged in disciplines certified by iNARTE in the locality, foster education seminars, and undertake studies and publicly express opinions on subjects principally relating to matters within its granted geographical area, using, however, its own name or designation as "The (local) Chapter of iNARTE." The statement "No action or obligation of a local chapter shall be considered an action or obligation of the Association as a whole" shall be imprinted on any letter or publication issued by a local chapter.
    Sec. 5. Coordination. A local chapter is empowered to present to the Board of Directors recommendations and opportunities for cooperation on subjects that may advance the objects of the local chapter and the Association.
Back to INDEX

ARTICLE VI. BOARD OF DIRECTORS

    Sec. 1. Number. The Board of Directors shall consist of twelve (12) Directors. The number of Directors of the Association may be increased or decreased from time to time by amendment of the BYLAWS. No decrease in the number of Directors shall have the effect of shortening the term of office of any incumbent Director. Members of the Board of Directors need not be residents of the state of incorporation.
    Sec. 2. Election. Directors shall be elected in June of each year by a plurality of the votes cast by the members. The Board of Directors or the Executive Committee may appoint a nominating committee which may submit recommendations to the members with respect to candidates for the position of Director. Nominations may also be made by individual members submitting nominations of candidates meeting the requirements of Article VI, Sec. 17 in writing prior to the 15th day of February to enable ballot preparation for inclusion in the first quarter issue of the iNARTE News.
    Sec. 3. Classification and Term of Office. The members of the Board of Directors elected shall consist of four classes of three members each. Three members to the board shall be elected each year to serve for a period of four years commencing 1 July and completing 30 June. Directors shall be eligible for re-election.
    Sec. 4. Resignation. Any Director of the Association may resign at any time, either by oral tender or resignation at any meeting of the Board of Directors or by giving written notice thereof to iNARTE. Such resignation shall take effect at the time specified therefore and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective.
    Sec. 5. Removal. A Director may be removed for cause at a meeting called expressly for that purpose, by a vote of a majority of the Directors in office.
    Sec. 6. Vacancies. A vacancy occurring in the Board of Directors shall be filled by appointment by the Executive Committee. A Director appointed to fill a vacancy occurring in the Board of Directors shall be appointed only for that portion of the un-expired term up to the next annual meeting of members, wherein the vacancy for that un-expired term shall be filled by general election.
    Sec. 7. General Powers. The business and affairs of the Association shall be managed and controlled by its Board of Directors. Subject to the provisions of the Massachusetts Nonprofit Corporation Law and the Articles of Incorporation and BYLAWS of this Association, the Board of Directors shall do and perform every act and thing whatsoever which it shall deem necessary, expedient or advisable to carry out the purposes of this Association.
    Sec. 8. Annual Meeting. The annual meeting of the Board of Directors shall be held on a date selected by the President for the purpose of the transaction of such business as may come before the meeting. The annual meeting shall be in the place and at the time specified in the notice of said meeting. The annual meeting of the Board of Directors may be held outside the state of incorporation.
    Sec. 9. Special Meetings. Unless otherwise provided by resolution of the Board of Directors, all meetings of the Board of Directors other than the annual meeting shall be special meetings. Special meetings of the Board of Directors may be called by or at the request of a majority of the Board of Directors, the Executive Committee, the President or the Executive Director, to be held at such place and time as the person or persons calling such meeting shall specify.
    Sec. 10. Notice. Notice of the annual meeting of the Board of Directors shall be given at least thirty (30) days previously thereto by a writing mailed transmitted by mail or electronic means. Notice of special meetings of the Board of Directors shall be given at least ten (10) days previously thereto by verbal notice given personally to each Director, or such notice may be given at least fifteen (15) days previously thereto by a writing mailed to each Director, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Unless otherwise specified in the provisions of the Massachusetts Nonprofit Corporation Law, the Articles of Incorporation or the BYLAWS, neither the business to be transacted nor the purpose of any meeting of the Board of Directors need be specified by the notice or the waiver of notice of such meeting.
    Sec. 11. Emergency Conference Call Meetings. When it is determined by the President or the Executive Director or a majority of the Board of Directors that a matter requires immediate attention of the Board of Directors, an emergency conference call may be set with 24 hours verbal notice to members of the Board. Said notice must include an indication of the subject matter to be considered.
    Sec. 12. Quorum. A majority of the number of Directors/Officers in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but, if less than such majority is present at the meeting, a majority of the Directors present may adjourn and reconvene the meeting from time to time without further notice.
    Sec. 13. Manner of Acting. The act of a majority of the Directors/Officers present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the provisions of the Massachusetts Nonprofit Corporation Law, the Articles of Incorporation, or as otherwise provided by these BYLAWS. Each member of the Board of Directors and elected Officers, including the Director presiding at the meeting of the Board of Directors, shall be entitled to one (1) vote.
    Sec. 14. Action by Unanimous Written Consent. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, is duly recorded and incorporated in the minutes of the Board of Director's meeting immediately following.
    Sec. 15. Presumption of Assent. A Director of the Association who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless such Director's dissent shall be entered in the minutes of the meeting, or unless such Director shall file written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the business office of the Association within three days after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
    Sec. 16. Compensation and Expenses. Directors shall serve without salary. Expenses incurred in connection with performance of their official duties shall be reimbursed to Directors upon approval of the Board of Directors or the Executive Committee.
    Sec. 17. Qualifications of Directors. Candidates for election as Directors shall be iNARTE certified as an Engineer or Technician, or shall be an extraordinary person whose contribution to the community reflects outstanding contributions and eminent qualifications as determined by the incumbent Board of Directors. No less than nine of the twelve authorized Director positions must meet the certification standards as specified in this Sec.. Among all Directors there can be no more than two (2) from any one company, corporation, group, union, chapter or family. Candidates seeking election to a position of Director must submit nomination papers supported by a minimum of 25 signatures, endorsing the nominee's qualifications. Candidates may also be nominated by the Board of Directors. Nominations for elected positions must be received by iNARTE no later than the 15th day of February.
Back to INDEX

ARTICLE VII. COMMITTEES

    Sec. 1. Appointment. The Board of Directors, by resolution adopted by a majority of the Directors in office shall designate and appoint four standing committees: an Executive Committee, a Membership/Certification Committee, a Professional Practice and Ethics Committee, and a Committee on Legislation. The Board of Directors, the Executive Committee, and, when authorized, the President may appoint such other committees as are deemed appropriate. All standing committees shall include at least two Directors.
    Sec. 2. General Powers and Limitations. The Board of Directors shall have the power at any time to name members of the various committees, to fill vacancies in, to change the size or membership of, and to discharge the Executive and any other committee. The Executive Committee shall have the power to fill vacancies in, to change the size or membership of, and to discharge committees other than the Executive Committee. Each committee shall elect a chairperson from its members and shall have and may exercise such power as is set forth in these BYLAWS or as may be conferred or authorized by the resolution appointing it; provided, however, that no such committee shall have the authority to amend, alter or repeal these BYLAWS or the Articles of Incorporation; elect, appoint or remove any member of the Executive Committee or any Director or Officer of the Association; adopt a plan of merger or adopt a plan of consolidation with another corporation; authorize the sale, lease, exchange or mortgage of all or substantially all the property and assets of the Association; authorize the voluntary dissolution of the Association or revoke proceedings therefore; adopt a plan for the distribution of the assets of the association; or amend, alter or repeal any resolution of the Board of Directors. The designation and appointment of any committees and the delegation thereto of authority shall not relieve the Board of Directors or any individual Director of any responsibility imposed upon it or that Director by law.
    Sec. 3. Executive Committee.
      (a) The Executive Committee shall consist of four (4) Directors, and the Association President, who shall act as chairperson of the committee.
      (b) Between meetings of the Board of Directors, the Executive Committee shall have and exercise the authority of the Board of Directors in the supervision, control and management of the Association, excepting as to matters concerning which the Board of Directors is required to act, execute the policies and decisions of the active membership, actively prosecute the objectives of the Association, and have discretion in the disbursement of funds. The Executive Committee shall consult with and advise the President on all matters pertaining to the affairs of the Association and shall have and exercise such specific powers and perform such specific duties as prescribed by the BYLAWS or as the Board of Directors shall from time to time prescribe or direct. It may adopt such insignia, badges and flags for the Association as it deems desirable. Any action that may be taken by the Executive Committee at a meeting may be taken without a meeting. On the rare occasions when EXCOM action is required that action may be accomplished by email notification and director response which would charge the Executive Director to perform and to record the authority for action in the minutes of the next meeting.

    Sec. 4. Membership/Certification Committee. The Membership/Certification Committee shall be charged with determining those persons qualified for certification and/or membership status consistent with those provisions of Article III of these BYLAWS. It shall adopt criteria related to professional history, practical experience, education, service record and other relevant considerations by which to judge applicants for certification and/or membership. It shall conduct and supervise any testing procedures established for the certification and/or admittance of members and it shall make recommendations as to the amount of dues to be paid. It shall report on matters of interest at the annual membership meeting.
    Sec. 5. Professional Practice and Ethics Committee. The Committee on Professional Practice and Ethics shall make recommendations to the Board of Directors on all matters relating to professional practice and ethics, including but not limited to, those issues and cases referred to it by the Board of Directors.
    Sec. 6. Legislation Committee. The committee on legislation shall suggest desirable legislation, conduct and supervise lobbying and political campaign involvement, report on pending legislation or administrative rulings affecting or having a bearing on the disciplines certified by the organization shall report to the Board of Directors and the membership at the annual meeting.
    Sec. 7. Other Committees. All other committees shall consist of at least two (2) Directors and may include such non-directors as may be appointed thereto by the Board of Directors, the Executive Committee, or the President.
    Sec. 8. Quorum. A majority of the members of a committee shall constitute a quorum and any decision of a committee shall require a majority vote of the quorum present at any meeting. Each member of a committee, including the person presiding at the meetings, shall be entitled to one (1) vote.
    Sec. 9. Removal of Members. The body or person that appointed the committee may remove at any time, with cause, a member or members of that committee.
    Sec. 10. Meetings. Committees shall meet at the call of the chairperson at such place and in such manner as the committee chairperson shall designate after ten days notice has been given to each committee member. Committee meetings need not be held in the state of incorporation. Each committee shall keep minutes of its proceedings and make a written report to the Board of Directors of its action within a reasonable time subsequent thereto.
    Sec. 11. Compensation and Expenses. Committee members shall serve without salary. Expenses incurred in connection with performance of their official duties shall be reimbursed to committee members upon approval of the Board of Directors or the Executive Committee.
Back to INDEX

ARTICLE VIII. OFFICERS

    Sec. 1. Officers. The Officers of the Association shall be President, First Vice-president, Second Vice-president, Secretary and Treasurer. Such other Officers and Assistant Officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two (2) or more offices may be held by the same person except the office of President and Vice-president, and of President and Secretary. The Officers of this Association need not be residents of the state of incorporation.
    Sec. 2. Election and Term of Office. The Officers of the Association shall be elected annually by a majority vote of the members casting ballots and serve for a period of two years commencing 1 July of the election year. Officers may not serve more than two (2) consecutive terms (4 years) in the same Officer position. Each Officer shall hold office until the successor for the Officer has been duly elected and accepted office or until the Officer's death or until the Officer shall resign or shall have been removed in the manner hereinafter provided.
    Sec. 3. Removal. Any Officer may be removed by a two-thirds majority vote of the Board of Directors but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.
    Sec. 4. Vacancies. Any vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by appointment by the Board of Directors for the un-expired portion of the term. All such appointments shall meet the qualifications set forth in Sec. 11 of this Article.
    Sec. 5. President. The President shall be the chief officer of the Association and shall preside at the annual meeting of the membership and at all meetings of the Board of Directors and the Executive Committee, and subject to the control of the Board of Directors and the Executive Committee, the President shall be charged with the general supervision, management, and control of all the business and affairs of the Association. The President shall sign any contract or other instrument which the Board of Directors or Executive Committee has authorized to be executed, except in the cases where the signing and execution thereof shall be especially delegated by the Board of Directors, Executive Committee or by these BYLAWS to some other Officer or agent of the Association, or shall be required by law to be otherwise signed or executed. The President shall be a member ex-officio of all committees and communicate to the Association such matters and make such suggestions as may promote the welfare and increase the usefulness of the Association. The President shall perform such other duties as from time to time may be prescribed by the Board of Directors or the Executive Committee.
    Sec. 6. Vice-President. In the absence of the President or in the event of the President's death, inability, or refusal to act, the Vice-president senior in rank shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-president shall perform such other duties as, from time to time, may be prescribed by the President, the Board of Directors or the Executive Committee.
    Sec. 7. Secretary. The Secretary shall cause staff to keep the minutes of the meetings of the members, the Board of Directors and the Executive Committee in one or more books provided for that purpose; see that all notices, except those of the subcommittees, are duly given in accordance with the provisions of these BYLAWS, the Articles of Incorporation or as required by law; to time, may be prescribed by the President, the Board of Directors or the Executive Committee.
    Sec. 8. Treasurer. The Treasurer shall cause the Chief Financial officer to be bonded for the faithful discharge of his or her duties in such form and with such surety and sureties as the Board of Directors shall determine. The Treasurer shall be an ex-officio member of any committee of the Association empowered to disburse or commit funds of the Association. The funds, books, and vouchers in the Chief Financial officer's hands shall, with the exception of confidential reports submitted by members, at all times be subject to verification and inspection by the officers of the Association.
    Sec. 9. Additional Officers. Officers and Assistant Officers, in addition to those herein above described, who are elected or appointed by the Board of Directors, shall perform such duties as shall be assigned to them by the President, the Board of Directors or the Executive Committee.
    Sec. 10. Compensation and Expenses. Officers shall serve without salary unless they are also employees of the Association. Expenses incurred in connection with performance of their official duties shall be reimbursed to Officers upon approval of the Board of Directors or the Executive Committee.
    Sec. 11. Qualifications of Officers. Candidates for election as Officers shall be iNARTE certified as an Engineer or Technician. Among all Officers there can be no more than two (2) from any one company, corporation, group, union, chapter or family. Candidates seeking election to a position of Officer must submit nomination papers supported by a minimum of 25 signatures endorsing the nominee's qualifications. Candidates may also be nominated by the Board of Directors. Nominations for elected positions must be received by iNARTE no later than the 15th of February.
    Sec. 12. Manner of Acting. Each elected officer present at a meeting of the Board of Directors shall be entitled to one (1) vote.
Back to INDEX

ARTICLE IX. EMPLOYEES

    Sec. 1. Executive Director. The Board of Directors may appoint an Executive Director to serve at the pleasure of the Board. Such Executive Director shall be an employee of the Association and, subject to the direction and control of the Board of Directors, the Executive Committee or the President, shall be the chief administrative officer of the Association and shall direct and supervise the daily routine business and affairs of the Association. The Executive Director shall also be an assistant secretary and assistant treasurer of the Association, and shall be an ex-officio member of all committees. The Executive Director shall advise the Directors on all aspects of the development relating to the Association's objectives. Additionally, the Executive Director shall perform such other duties as, from time to time, may be prescribed by the President, the Board of Directors, or the Executive Committee. The salary of the Executive Director shall be fixed, from time to time, by the Board of Directors.
    Sec. 2. Attorney. The attorney of the Association shall prepare all contracts and other documents that may be required in the business of the Association and shall examine and pass on all such written instruments presented to the Association that are referred to the attorney by the Board of Directors, the Officers or the various committees. The attorney shall consult with and give advice to the Association in all such matters pertaining to the affairs of the Association as may require legal counsel. Upon request, the attorney shall also act as the parliamentarian for the Association.
    Sec. 3. Other Employees. The Board of Directors or the Executive Committee may establish such other positions of employment as it deems desirable from time to time and shall fix the salaries for such positions. Subject to the control and direction of the Board of Directors and the Executive Committee, the Executive Director shall hire and discharge employees necessary for the proper conduct of the business of the Association.
Back to INDEX

ARTICLE X. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    All Directors and Officers of the Association now and hereafter in office and their heirs, executors, and administrators, shall be indemnified by the Association against all liabilities, costs, expenses and amounts, including counsel fees, reasonably incurred by or imposed upon them in connection with or resulting from any action, suit, proceeding or claim to which they may be made a party, or in which they may be or become involved by reason of their acts of omission or commission, or alleged acts or omissions as such Director or Officer, or subject to the provisions hereof, any settlement thereof, whether or not they continue to be such Director or Officer at the time of incurring such liabilities, costs, expenses or amounts; provided that such indemnification shall not apply to liabilities incurred with respect to any matter to which such Director or Officer shall be finally adjudged in such action, suit or proceeding to have been individually guilty or either willful malfeasance or misfeasance in the performance of any duty as such Director or Officer, and provided, further, that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, action, proceeding or claim, when, in the judgment of the Board of Directors of the Association, such settlement and reimbursement appear to be for the best interests of the Association. Indemnification pursuant to this Article shall be reduced by the amount of any other indemnification or reimbursement of such Officer or Director of the liability and expense to which indemnification is claimed. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such Director or Officer may be entitled under any statute, agreement, or otherwise. Expenses incurred with respect to any claim, action, suit or other proceeding of the character described in this Article may be advanced by the Association prior to the final disposition thereof upon receipt of any undertaking by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that the recipient is entitled to indemnification under this Article.
Back to INDEX

ARTICLE XI. CONTRACTS AND BANKING

    Sec. 1. Contracts. The Board of Directors or the Executive Committee may authorize any Officer or Officers, agent or agents, to enter into any contract or execute or deliver any instrument in the ordinary course of business in the name or on behalf of the Association, and such authority may be general or confined to specific instances. No such officer or agent shall be given the power to encumber or dispose of a substantial portion of the association's assets.
    Sec. 2. Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors or the Executive Committee may select.
    Sec. 3. Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer or Officers, agent or agents, of the Association and in such manner as shall, from time to time, be determined by resolution of the Board of Directors or the Executive Committee.
    Sec. 4. Loans. No loan shall be made by or to this Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution by the Board of Directors or the Executive Committee. Such authority may be general or confined to specific instances, provided, however, that no loans shall be made by the Association to its Directors or Officers.
Back to INDEX

ARTICLE XII. GIFTS

    Sec. 1. General. This Association is not a charitable corporation for the purposes of Sec. 501(c)(3) of the Internal Revenue Code. Nevertheless, it is a business association under Sec. 501(c)(6) of that act and for this reason certain gifts to the Association will carry certain tax advantages to the donor as a business expense.
    Sec. 2. Acceptance of Gifts.
      (a) The Board of Directors or the Executive Committee may accept on behalf of the Association any gift, grant, bequest or devise for the general purposes or for any special purpose of the Association. The Board of Directors or the Executive Committee may authorize any officer, agent or employee to accept on behalf of the Association any gift, grant, bequest or devise and such authority may be general or confined to specific funds, accounts, or purposes. The Board of Directors or the Executive Committee has the right to reject or refuse to accept any gift, grant, bequest or devise whenever it is deemed to be in the best interest of the Association to reject or refuse to accept such gift, grant, devise or bequest.
      (b) Unless the terms of the gift expressly provide otherwise, all gifts, grants, bequest and dividends shall be deemed irrevocable.

    Sec. 3. Funds and Accounts. All such property received and accepted by the Association shall become a part of the Association property and, subject to any limitations, conditions or requirements, may be commingled with other assets of the Association. However, such property shall or may be placed in any number of separate and distinct funds or accounts whenever the conditions, limitations or instruction of the gift, grant, bequest or devise require a separate fund or account, or whenever the Board of Directors or Executive Committee, in its judgment, determine that such property should be placed in a separate and distinct fund and account. A separate fund or account may be administered by a committee appointed for that purpose.
Back to INDEX

ARTICLE XIII. ACCOUNTING YEAR AND AUDIT

    Sec. 1. Accounting Year. The accounting year of the Association shall begin on the first day of January and end on the last day of December in each year.
    Sec. 2. Audit. At the end of the accounting year, the books of the Association, including those of various committees, shall be closed and examined by a certified public accountant selected by the Board of Directors. The financial report of the auditor shall be promptly mailed to each Director and shall be made available to the members at the following annual meeting.
Back to INDEX

ARTICLE XIV. SEAL

    The corporate seal shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words "CORPORATE SEAL, MASSACHUSETTS".
Back to INDEX

ARTICLE XV. AMENDMENTS

    The BYLAWS of the Association may be altered, amended or repealed and new BYLAWS adopted by the vote of a majority of the members at any meeting of the Association; provided that notice of any such proposed modification or amendment shall be included in the notice for the meeting.
Back to INDEX