2006 Membership Directory - Ultrasonic Industry Association

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2006 UIA DIRECTORYULTRASONIC INDUSTRY ASSOCIATION2006 UIA DIRECTORYPage 24BylawsSec. 5. MEETINGS(a) Unless otherwise ordered by the Chairman, the AnnualMeeting of the Board of Directors shall beheld immediately following the Annual Election of theBoard of Directors and Officers for the transactionof such business as may require consideration.(b) Meetings of the Board of Directors shall be held atleast three (3) times each year, and the date, time,and location thereof shall be determined by the Chairman.(c) Special meetings of the Board of Directors may becalled by the Chairman or shall be called by theSecretary on the request in writing of any two (2)elected members of the Board. The date, time, andlocation of all special meetings shall be determined bythe Chairman.Sec. 6. NOTICE OF MEETINGNotice of regular meetings of the Board of Directorsshall be mailed to each member at least fifteen (15) daysin advance. Notice of special meeting of the Board ofDirectors shall state the subject or subjects to beconsidered, and shall be mailed to each member atleast seven (7) days in advance.Sec. 7. QUORUMFour members of the Board of Directors shall constitutea quorum at any regular of special meeting of theBoard. Any action taken shall require the affirmativevote of the majority of Board members present and voting.Sec. 8. ABSENCEIn the event there are three (3) consecutive absencesfrom the meetings on the part of any Board member,his/ her membership on the Board may be declaredvacant by the Board of Directors.Sec. 9. VACANCIESVacancies on the Board of Directors may be filled at anyBoard meeting.ARTICLE VIII OfficersSec. 1. OFFICERSThe Officers of the Association shall consist of a President,a Vice President, a Treasurer, a Secretary, andsuch other officers as the Board of Directors may deemadvisable. The offices of Secretary and Treasurer maybe held by the same person.Sec. 2. ELIGIBILITYAny voting member in good standing shall be eligibleto serve as an Officer of the Association.Sec. 3. ELECTION AND TERM OF OFFICEThe Officers of the Association shall be elected at theAnnual Meeting of the Board of Directors. Such Officers,serving without compensation, shall be elected for aterm of one (1) year, and shall hold office until the electionof their successors.Sec. 4. PRESIDENTThe President shall be the Chief Executive Officer of theAssociation, and as such, shall have general supervisionover its affairs, subject to the control of the Board of Directors.He/she shall execute all contracts and otherdocuments; shall preside at all meetings of the Associationand the Board of Directors; shall be amember ex-officio with the right to vote on all Associationcommittees; and shall perform such other duties asare necessarily incident to the Office of the Presidentand which may further the interests of the Association.Sec. 5. VICE PRESIDENTThe Vice Presidents shall perform such duties as maybe delegated to him/her by the Board of Directors, andin the event of resignation, death, or temporary incapacityof the President, the Board shall designate theduly elected Vice President to perform the duties of thePresident.Sec. 6. TREASURERThe Treasurer shall be the Chief Financial Officer of theAssociation, and as such, shall have general controlof the funds and assets of the Association, subject to thedirection of the Board of Directors. He/she shallreceive and disburse Association funds; keep books ofaccount and render reports in relation thereto at suchtimes as the President or Board of Directors may require.He/she perform such other duties as may beprescribed by the By-Laws or by the Board of Directors.Sec. 7. SECRETARYThe Secretary shall be the Chief Recording Officer ofthe Association, and as such, shall maintain all recordsof the Association. He or his designee shall give noticeof and attend all meetings of the Board of Directors andshall keep proper records of their proceedings; shallconduct all correspondence; and shall perform suchother duties as may be incident to the Office of Secretaryor as may be prescribed by the By-Laws or by theBoard of Directors.
ULTRASONIC INDUSTRY ASSOCIATIONPage 25BylawsSec. 8. DELEGATION OF FUNCTIONAt the discretion of the Board of Directors, the duties ofthe Secretary and Treasurer may be delegated in wholeor in part to a management organization or individualwho is not a member of, or an officer or employee of anymember of the Association. The selection, compensation,and term of office of such management organizationor individual shall be determined by the Board ofDirectors.Sec. 9. SURRENDER OF RECORDSOn ceasing to hold office, the Secretary and Treasureror such management organization or individualperforming the duties of Secretary and Treasurer, shallsurrender to his successor when qualified, or to suchother person as shall be designated by the Board of Directors,all monies, assets, books, papers, and otherproperty of the Association under his/her control.Sec. 10. VACANCIESVacancies in any elective office may be filled by theBoard of Directors at any meeting.ARTICLE VIII Nominating CommitteeSec. 1. The President shall appoint a Nominating Committeeto present nominations for the Annual Election ofmembers of the Board of Directors.Sec. 2. Upon acceptance by the Board of Directors ofthe slate presented by the Nominating Committee, thevoting members of the Association will be asked to approvethe proposed Officers and Directors.Sec. 3. Approval will be either at the Annual Meeting ofthe Association or by letter ballot.Sec. 4 The opportunity to submit additional nominationsshall be given to the Membership, at the Annual Meeting.Space shall be provided for write-in candidates onthe ballot form covering election of Directors and Officersif by mail vote.ARTICLE IX Association CommitteesSec. 1. Immediately following its election, or at suchother times as it may deem appropriate, the Board ofDirectors shall appoint such standing and special committeesof the Association as, in its opinion, are advisableor necessary to carry on the work of the Association,and shall define the scope and responsibility ofeach committee.Sec. 2. The members of all Association committees shallserve for one (1) year or until the appointment of theirsuccessors.Sec. 3. Association committees shall act under the directionof, and make periodic reports to the Board ofDirectors.ARTICLE X Fiscal YearSec. 1. The fiscal year of the Association shall begin onthe first (1st) day of January in each year and end on thethirtyfirst (31st) day of the following December.ARTICLE XIAssetsSec. 1. No member or officer shall have any individualright, title or interest in any particular funds, reserves,or other assets of the Association. In disbursing anyfunds of the Association, it shall be deemed that the earliestfunds collected are the earliest funds disbursed.Sec. 2. Any interest in the funds, reserves, and otherassets of the Association of each member whose membershipshall terminate for any reason except throughdissolution of the Association, shall immediately cease,and such member shall have no claim with respect tosuch interest against the other members.Sec. 3. No distribution of assets (other than upon dissolutionof the Association) shall be made to any members.Upon the dissolution of the Association, the fundsreserves, and other assets of the Association shall, afterpayment of all just debts and liabilities, be divided andrefunded, without interest, to the members of the Associationon the date of dissolution, in proportion to theamount of dues and contributions paid by such membersduring the five (5) fiscal years immediately precedingthe fiscal year in which such dissolution takesplace; provided however that no member duringhis/her period of membership, and such excessamounts should be distributed to organizations selectedby the Association which are organized and operatedexclusively for charitable, scientific, literary, or educationalpurposes, no part of the net earnings of whichinsure to the benefit of any private shareholder or individual,and no substantial part of the activities of whichis carrying on propaganda or otherwise attempting toinfluence legislation.
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2006 Membership Directory - Ultrasonic Industry Association

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