OVERVIEW |READYREFERENCE ASNT BYLAWS* ARTICLE I: GENERAL SEC TION 1 Name The name of the Corporation shall be the American Society for Nondestructive Testing Inc. (“ASNT”), an Ohio nonprofit corporation. SEC TION 2 Purposes The purpose of the Corporation is as set forth in the Articles of Incorporation. The Corporation shall be operated exclusively as a public charity organized for scientific or educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of any subsequent federal tax laws) and within such limits, to admin- ister, and expend funds for the following specific purposes: to advance scientific, engineering, and technical knowledge in the field of nondestructive testing and to engage in any and all lawful activities incidental to the foregoing purposes except as restricted by the Articles of Incorporation. SEC TION 3 Powers The Corporation shall have such powers and authorities as are now or may hereafter be granted by the nonprofit corporation laws of the State of Ohio, by its Articles of Incorporation, and these Bylaws. SEC TION 4 Restrictions ASNT shall not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office, nor carry on any activity not permitted for a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future federal tax law. All ASNT policies and activities shall be consis- tent with applicable federal, state, and local antitrust, trade regulation or other requirements and applicable tax exemption requirements, including the requirements that ASNT not be organized for profit and that no part of its net earnings inure to the benefit of any private individual. SEC TION 5 Definitions and Acronyms Ñ “ASNT,” “the Corporation,” and “the Society” is the American Society for Nondestructive Testing Inc. Ñ “Board” is the ASNT Board of Directors. Ñ “Board Chair” or “Chair” is the Chair of the Board of Directors. Ñ “Board Director” or “Director” is a person elected or appointed to serve on the ASNT Board of Directors. Ñ “Member” or “Voting Member” is an individual who has paid applicable dues and meets the criteria for at least one of the classes of membership. Ñ “Notice” is the act of informing individuals of certain actions, such as meetings of members and Board of Directors meetings, in accordance with Ohio Revised Code 1702. ARTICLE II: MEMBERS SEC TION 1 Members The Corporation shall have membership classes and may estab- lish criteria for membership as determined by the Board of Directors. This includes eligibility, admission criteria, and dues or fees for each membership class, and criteria for suspension, termination, and reinstatement of membership. SEC TION 2 Resignation A member may resign by filing a written resignation with the Corporation resignation does not relieve a member from liability for the full annual dues or other obligations accrued and unpaid as of the date of resignation. SEC TION 3 Assignment/Transfer of Membership Membership in the Corporation shall not be transferable or assignable. SEC TION 4 Voting Rights of Members A Member in good standing shall be entitled to one vote on all matters submitted to the membership for a vote. Notwithstanding any provision of the Ohio Nonprofit Corporation Law now or hereafter in force requiring the vote or consent of the Voting Members of the Society for the autho- rization or taking of any action, such action may be authorized or taken only by the affirmative vote or consent of a majority of the Voting Members present at a meeting at which a quorum is present, unless otherwise expressly required by law, the Articles of Incorporation, or these Bylaws. Voting may be conducted by ballot or using other telecommunications means as determined by the Secretary. Proxy votes are not allowed. SEC TION 5 Annual Meeting of Members A meeting of members shall be held annually at a time and place determined by the Board Chair. *Revised 24 April 2021. These Bylaws were adopted at a meeting of the Board of Directors of the American Society for Nondestructive Testing Inc. 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 7 2302 ReadyReference Pages.indd 7 1/30/23 7:45 AM
READYREFERENCE |OVERVIEW SEC TION 6 Special Meetings of the Members Special meetings of the members may be called at any time by a majority of the Directors acting with or without a meeting the Board Chair or upon the written request of not less than one percent (1%) of the members being assigned to no fewer than ten (10) different sections, for any purpose or purposes prescribed in the notice of the meeting, and shall be held at such place or manner, on such date and at such time as the Board Chair may fix. Business transacted at any special meeting of the members shall be confined to the purpose or purposes stated in the notice of meeting. SEC TION 7 Notice for Meetings of the Members The Secretary shall provide notice to all members not less than thirty (30) days and not more than ninety (90) days before the date of the meeting. Notice shall include instructions for attending by use of telecommunications equipment. SEC TION 8 Use of Telecommunications Equipment Members who are not physically present may attend meetings of the members by use of telecommunications equipment. SEC TION 9 Quorum At all meetings of the members the presence of at least one percent (1%) of the members being assigned to no fewer than ten (10) different sections, shall constitute a quorum for the transaction of business. If a quorum is present, a majority of the members present shall determine any matter, unless a different vote is required by statute, by the Articles of Incorporation, or by these Bylaws. ARTICLE III: DIRECTORS SEC TION 1 Powers and Duties The property, affairs, and business of the Corporation shall be managed and controlled by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by the Nonprofit Corporation Laws of the State of Ohio, the Articles of Incorporation, or these Bylaws. The Board of Directors may delegate to the Executive Committee or other Officers respon- sibility for management of the Corporation consistent with any policies established by the Board of Directors. SEC TION 2 Composition of the Board The Board of Directors shall be composed as follows: Ñ No less than fifteen (15) Directors at Large. To be eligible, a candidate must be a current member at the time of their nomination and retain membership throughout their term as Director. Ñ The Chair, the President, and the Vice President. Ñ The Immediate Past Chair, who serves as an ex officio voting Director. Ñ The President of ASNT Certification Services LLC, who serves as an ex officio voting Director. Ñ The Executive Director, who serves as an ex officio nonvoting Director. Directors shall hold office until the end of their terms, or until their earlier resignation or removal. SEC TION 3 Election of Directors and Terms The Voting Members shall elect five (5) Directors at Large each year in accordance with policy. Director at Large terms shall be three (3) years commencing on 1 July. Individuals may serve multiple terms, with no more than two (2) terms being consecutive. SEC TION 4 Meetings Ñ The Board of Directors shall meet no less than twice annually, on such dates and times as may be fixed by the Chair, for the purpose of transacting such business as may be brought before the meeting. Ñ The Chair may call additional meetings of the Board of Directors on such dates and times they decide, provided notice of not less than seven (7) days is given to all Directors. Ñ A majority of Directors may call a meeting of the Board of Directors on such date and time they decide, provided notice of not less than seven (7) days is given to all Directors. Ñ The Board of Directors may meet through telecommunications equipment at the discretion of the Chair. SEC TION 5 Quorum At any meeting of the Board of Directors, a majority of the Directors in office shall be necessary and sufficient to constitute a quorum for the transaction of all business. For the purposes of determining quorum the Executive Director shall not be counted. SEC TION 6 Voting An affirmative vote of a majority of Directors present at a meeting of the Board of Directors at which a quorum is present, shall be sufficient to take or authorize action, unless the concur- rence of a greater proportion is required for such action by State law, the Articles of Incorporation, or these Bylaws. Each Director shall have one (1) vote, and proxy votes shall not be permitted. The Board Chair may vote at their discretion. The Executive Director shall not vote, but may make motions, submit resolutions, and engage in the Board’s deliberations. SEC TION 7 Action Without a Meeting Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board of Directors. 8 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 8 1/30/23 7:45 AM
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