READYREFERENCE |OVERVIEW ARTICLE VI: INDEMNIFICATION To the fullest extent permitted by Ohio state law, any current or former Director or Officer of the Corporation, or other such persons so designated in the discretion of the Board of Directors, shall be indemnified (including advances against expenses) by the Corporation against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any actual and threat- ened action, suit, or proceeding to which any such person may be made a party by reason of his/her being or having been such a Director or Officer. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of related expenses, to any employee or agent of the Corporation to the extent permitted by Ohio state law. No indemnification or advance against expenses shall be approved by the Board of Directors or paid by the Corporation until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance. ARTICLE VII: AMENDMENTS AND REVISIONS SEC TION 1 — Proposals to Amend or Revise the Bylaws Any voting member, Officer, or Director may propose to amend or revise these Bylaws in writing to the Secretary at least forty-five (45) days prior to a meeting of the Board at which the proposal is considered. By the affirmative vote of a majority of the members of the Board, the Secretary shall publish a Notice of Intent to Amend or Revise the Bylaws, which contains a detailed description of the amendment or revision and supporting rationale, and instructions for submitting questions and comments. Members shall have no less than sixty (60) days to submit questions and comments, to which the Secretary shall respond, and to which the Board of Directors shall consider, prior to any Board of Directors vote to adopt the amendment or revision. All questions, comments, and responses shall be published on ASNT’s member website for transparency purposes. The Board Chair shall conduct a special meeting of the members in accordance with Article II: Members prior to any Board of Directors vote to adopt the amendment or revision to allow members to question or comment on the proposal. The amendment or revision shall be adopted upon the affir- mative vote of at least two-thirds (2/3) of the Directors in office, not including the Executive Director. Unless the proposal stipulates an effective date, proposed amendments or revisions to these Bylaws shall take effect upon adoption by the Board of Directors as provided herein. SEC TION 2 — Petitions to Amend or Revise the Bylaws Any group of at least one percent (1%) of the members assigned to no fewer than ten (10) different sections may peti- tion to amend or revise the Bylaws in writing to the Secretary. The petition shall include a detailed description of the amend- ment or revision and supporting rationale. The Secretary shall publish the Petition to Amend or Revise the Bylaws, which contains a detailed description of the amend- ment or revision and supporting rationale as provided by the petitioners, and instructions for submitting questions and comments. Members shall have no less than sixty (60) days to submit questions and comments, to which the petitioners and the Secretary shall respond, prior to a petition ballot being published to the members. All questions, comments, and responses shall be published on ASNT’s member website for transparency purposes. The Board Chair shall conduct a special meeting of the members in accordance with Article II: Members prior to a peti- tion ballot being published to allow the petitioners to present the petition to the members, and for members to question or comment on the petition. The Secretary shall issue a petition ballot to the members, which shall allow no less than thirty (30) days to record votes, and which shall be adopted upon the affirmative vote of at least two-thirds (2/3) of the votes recorded. Unless the petition stipulates an effective date, petitioned amendments or revisions to these Bylaws shall take effect upon adoption by the members as provided herein. ARTICLE VIII: DISSOLUTION The Corporation may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the members that is consistent with the Articles of Incorporation and with Ohio state law. ARTICLE XI: MISCELLANEOUS SEC TION 1 — Fiscal Year The fiscal year of the Corporation shall begin on 1 July and end on 30 June of each year. SEC TION 2 — Books and Records The Corporation shall keep at its office correct and complete books and records, in accordance with the requirements of Ohio state law. SEC TION 3 — Construction In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall take precedence. 10 M A T E R I A L S E V A L U A T I O N • R E A D Y R E F E R E N C E 2 0 2 2 -2 0 2 3 2302 ReadyReference Pages.indd 10 1/30/23 7:45 AM
OVERVIEW |READYREFERENCE ASNT CERTIFICATION SERVICES LLC 2022–2023 PRESIDENT John J. Kinsey TRC Companies Inc. 1-858-633-0457 jkinsey@trccompanies.com VICE PRESIDENT Danny L. Keck KSC Enterprises 1-713-962-3274 dkeck@asnt.org EXECUTIVE DIRECTOR Neal Couture, CAE ASNT Inc. 1-614-274-6003 ncouture@asnt.org FINANCE COMMITTEE CHAIR John Z. Chen, PhD KBR 1-281-347-3398 john.chen@kbr.com STRATEGIC MANAGEMENT COMMITTEE CHAIR Stacy Cotie Acuren 1-281-299-1141 stacy.cotie@acuren.com ACCREDITATION COMMITTEE CHAIR Paul E. Deeds, Jr. Westinghouse Electric Co. 1-845-774-9795 Deeds2PE@outlook.com CERTIFICATION MANAGEMENT COMMITTEE CHAIR Joseph L. Mackin International Pipe Inspectors Association Inc. 1-281-889-8884 jlmackin46@gmail.com ASNT INDIA PRIVATE LTD. CO. 2022–2023 MANAGING DIRECTOR Neal Couture, CAE ASNT Inc. 1-614-274-6003 ncouture@asnt.org DIRECTOR Prakash Gokulanandam Inico Inspection Services (India) +978 609-7766 inicondtchennai @gmail.com DIRECTOR Shana Telesz Waygate Technologies (US) 1-717-953-4257 shana.telesz @bakerhughes.com DIRECTOR Rajashekar Venkatachalam Varex Imaging (US) 1-832-763-9177 raj.venkatachalam @vareximaging.com ASNT FOUNDATION 2022–2023 PRESIDENT John T. Iman VMI – A Varex Company 1-281-961-9230 john.iman@asnt.org VICE PRESIDENT Danny L. Keck KCS Enterprises 1-713-962-3274 dkeck@asnt.org EXECUTIVE DIRECTOR Heather Cowles, CAE ASNT Inc. 1-614-384-2466 hcowles@asnt.org TREASURER Brad Pence ASNT Inc. 1-614-384-2453 bpence@asnt.org TRUSTEES Lisa Brasche, Pratt &Whitney N. David Campbell, Jr., Campbell Holdings LLC Neal Couture, CAE, ASNT Martin Graen, Ametek Power Instruments Megan McGovern, PhD, GM Research Marybeth N. Miceli, We-NDT Jason A. Riggs, Marmon Group |OFFICERS John J. Kinsey President Danny L. Keck Vice President |OFFICERS John T. Iman President Danny L. Keck Vice President |BOARD OF DIRECTORS Prakash Gokulanandam Director Shana Telesz Director Rajashekar Venkatachalam Director R E A D Y R E F E R E N C E 2 0 2 2 -2 0 2 3 • M A T E R I A L S E V A L U A T I O N 11 2302 ReadyReference Pages.indd 11 2/7/23 9:52 AM
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