BYLAWS OF
THE CLAY MINERALS SOCIETY

(Revised June 2005)

PREAMBLE

The particular business and objectives of the Society shall be to encourage in the broadest and most liberal manner the advancement of clay mineral science in all of its branches; the promotion of research in clay mineral science and technology; the increase and diffusion of knowledge of clay mineral science and technology; and by its meetings, reports, papers, discussions, and publications to promote scientific interest and inquiry thereby fostering public welfare and education, and providing for informed development of industries and natural resources, addressing environmental issues, and adding to the prosperity and well being of all people.

ARTICLE I.  NAME AND SEAL

Section 1.  Name.  The name of the Society shall be “The Clay Minerals Society,” herein referred to as the “Society."

Section 2.  Seal.  The seal of the Society shall consist of two concentric circles with the words “The Clay Minerals Society” inscribed between them.

ARTICLE II.  PRINCIPAL PURPOSES

Section 1.  Journal.  As a means of achieving the goals stated in the Preamble, a principal purpose and activity of the Society shall be to publish a periodical journal containing, but not limited to, original research papers in the broad field of clay science.  The journal is titled CLAYS AND CLAY MINERALS and is copyrighted by the Society.  Managerial responsibility for the journal shall be divided between the Editor-in-Chief (Article VI, Section 9) and the Committee on Publications (Article V, Section 3).

Section 2.  Technical Meetings.  Another principal purpose and activity of the Society shall be to organize and conduct technical meetings which will promote presentation and discussion of research problems and results among clay scientists.  Technical meetings customarily shall be held annually and customarily shall coincide in time and place with the Annual Meeting of the Society (Article VIII, Section 1).  A technical meeting customarily will be organized and managed by a Local Committee approved by the Council.

ARTICLE III.  MEMBERSHIP AND ELECTION OF MEMBERS

Section 1.  Membership.  The general membership of the Society shall consist of Members, Student Members, Distinguished Members, Senior Members, Sustaining Members, Sustaining Patrons, and Sustaining Benefactors.

Section 2.  Members.  Members shall be persons interested in clay minerals or associated minerals.

Section 3.  Student Members.  Student Members shall be students, graduates or undergraduates, in fields related to clay mineral science or technology.

Section 4.  Distinguished Members.  Distinguished Members shall be persons recognized for distinguished attainment in the field of clay mineral science.  Distinguished Members are those members who have received the Marilyn and Sturges W. Bailey Distinguished Member Award.

Section 5.  Sustaining Members, Patrons, and Benefactors.  Sustaining Members, Patrons, and Benefactors shall be persons, institutions, foundations, or corporations which, with optional approval of the Council, shall have donated a gift of specified value to the Society each year.  The dollar amount between the three levels of sustaining membership (i.e., Members, Patrons, and Benefactors) shall be approved by Council.

Section 6. Senior Members. Senior Membership shall be granted, upon request, to retired members 65 years or older who have been members of the society for 20 or more years.  Senior Members will be exempt from all membership fees but will retain all rights and privileges of membership.  Subscription to Clays & Clay Minerals is not conveyed with Senior Member status.  Senior Members may obtain a yearly subscription to Clays & Clay Minerals by paying the Non-subscribing Member rate in effect at the time.

Section 7.  Voting Privileges.  Members, Student Members, Distinguished Members, Senior Members, Sustaining Members, Sustaining Patrons, and Sustaining Benefactors shall be entitled to vote in the transaction of the regular business of the Society.  Organizations which are Sustaining Members, Sustaining Patrons, or Sustaining Benefactors may empower one person from the organization to vote on its behalf.

Section 8.  Application for Membership.  Membership shall be attained on receipt and acceptance of the Application and of one year’s dues by the Secretary.

Section 9.  Nomination and Election of Distinguished Members.  Distinguished Members shall be nominated by the  Marilyn and Sturges W. Bailey Distinguished Member Award Committee, which shall submit its recommendations to the Council.  Election of Distinguished Members (i.e., Marilyn and Sturges W. Bailey Distinguished Member Award recipients) shall be carried out by secret ballot and shall require a two-thirds (2/3) affirmative vote of the entire Council.

Section 10.  Dues. 

(a)   Dues will be set by the Council and shall be payable by January 1 of each year.  Dues shall not be required of Marilyn and Sturges W. Bailey Distinguished Member Award recipients and Distinguished Members.

(b)   The Clay Minerals Society is an affiliated member of AIPEA (Association Internationale pour l'Etude des Argiles).  The CMS will pay AIPEA an individual membership fee as negotiated by AIPEA and CMS for each North American member in good standing with CMS.

Section 11.  Arrears.  A Member or Student Member who is in arrears in payment of annual dues shall not be entitled to any of the rights and privileges of a Member of the Society.  The membership of a Member or Student Member whose dues are more than one year in arrears shall be automatically suspended.

Section 12.  Suspension and Termination of Membership.  The membership of any Member of any class may be suspended or terminated by the Council.  Suspension or termination shall require a two-thirds (2/3) affirmative vote of the entire Council after a hearing or opportunity to be heard, for conduct determined by the Council to be prejudicial to the interests of the Society.

ARTICLE IV.  ELECTION AND APPOINTMENT

OF OFFICERS AND COUNCILORS

Section 1.  Officers and Councilors.  Voting Members in good standing are eligible for election as officers or as Councilors.

The Vice-President Elect shall be elected to serve for a term of one year, after which the Vice-President Elect automatically becomes Vice-President.

The Vice-President shall serve a term of one year.  The outgoing Vice-President automatically becomes President.

The President shall serve for a term of one year.  The outgoing President continues for one year on the Executive Committee as Immediate Past President.  The President shall not be eligible for re-election as Vice-President Elect until three years from the expiration of his or her term of office as President.

The Secretary shall be elected for a term of three years, and is eligible for re-election without limitation.

The Treasurer shall be elected to serve for a term of three years, and is eligible for re-election without limitation.

The Editor-in-Chief shall be selected by the Executive Committee, subject to approval by a two-thirds (2/3) vote of the entire Council for a three-year term, and is eligible for reappointment without limitation.  Upon the resignation of the Editor-in-Chief, the President shall appoint an ad hoc search committee of four (4) members to assemble a list of candidates for the position.  The committee chair will be selected by the President.  The Chair will bring forth one or more nominees to the Executive Committee and Council for selection at the next Executive Committee and Council meetings.  The Executive Committee may appoint an interim Editor, as necessary, while a new Editor-in-Chief is sought.

The number of Councilors is twelve, four of whom shall be elected each year to serve for a term of three years.

Section 2.  Commencement of Terms of Office.  The terms of office of Councilors and Officers elected at the Annual Meeting shall commence at the adjournment of the Annual Meeting.

Section 3.  Regular Ballot.  At least three (3) months (90 days) before the Annual Meeting, the Manager shall mail to the voting members the list of nominations recommended by the Committee on Nominations, and approved by the Council, which shall comprise the Regular Ballot of candidates for office and places on the Council to take office immediately following the technical and business sessions which comprise the Annual Meeting.  Election shall be by a suitably prepared secret ballot.  Ballots to be counted by a Special Committee of Tellers appointed by the President of the Society must be received by the Manager in sealed envelopes at least thirty (30) days before the Annual Meeting. In case of a tie vote, the tie shall be broken by a coin toss at the regularly scheduled council meeting.

Section 4.  Special Ballot.  Any ten (10) voting Members may nominate a slate or Special Ballot of one or more candidates by mailing their slate with ten or more signatures attached to reach the Manager at least three (3) months (92 days) before the Annual Meeting.  A Special Ballot properly signed will be distributed to the voting members at least sixty (60) days before the Annual Meeting by the Manager.  Both the Regular Ballot and the Special Ballot will be counted by the same Special Committee of Tellers appointed by the President of the Society.  In order to be counted, a Special Ballot, suitably sealed and identified, must be received by the Manager at least thirty (30) days before the Annual Meeting.

Section 5.  Special Motions.  Any ten (10) voting Members may present a motion other than a revision of the By-laws for a vote of the Society provided that it is received by the Manager prior to mailing the Regular Ballot for the Annual Meeting.  The Manager will then distribute the motion either along with the Regular Ballot or at least three months (92 days) before the Annual Meeting.

Section 6.  Proxies.  Voting members may act by written proxy at any meeting of the Society.

Section 7.  Elections.  Prior to the Annual Meeting, the Special Committee of Tellers appointed by the President will count all Regular Ballots, Special Ballots, and votes on Motions, and will announce the results in the Tellers’ annual report to the Council and Society.

Section 8.  Vacancies.  A vacancy or vacancies occurring in any of the elective offices of the Society shall be filled by the Executive Committee in a promptly called special meeting of the Executive Committee.  Their action shall be ratified by the Council in a letter ballot of the Council, to be canvassed within five weeks of the special meeting of the Executive Committee.

ARTICLE V.  STANDING COMMITTEES

               The Standing Committees shall report to and act under the direction of the Council. 

Section 1.  Committees.  The President shall appoint the following Standing Committees:

Committee on Finance and Budget                       Committee on Publications
Committee on Nominations                                  Committee on Policy and Administration
Committee on Program Development                   Committee on Awards
Committee on Contributions and Membership       Marilyn and Sturges W. Bailey Distinguished
Committee on Continuing Education                            Member Award Committee
Committee on Student Grants                              Committee on Nomenclature
Committee on Source Clays

The President shall also make appointments to fill interim vacancies on the Standing Committees.

Section 2.  Committee on Finance and Budget.

(a)   The Committee on Finance and Budget shall consist of five voting members, including the Treasurer and Vice-President Elect who shall be ex-officio members of the Committee.  One member of the committee shall be appointed by the President each year to serve for a term of three years, and the President shall appoint the Chair annually.  Members of the Committee shall be eligible for reappointment without limitation.

(b)   The Committee shall advise the Council with respect to the investment, banking, and handling of the funds, securities, or other investments of the Society and shall advise the Council generally with respect to the financial affairs of the Society.  The Committee shall be in charge of fund raising and shall be responsible for the monitoring and disposition of funds by all other Committees of the Society.  The Committee shall estimate the income for each year and make recommendations to the Council with reference to expenditures.  It shall report performance under the budget and recommend revisions at each meeting of the Council.

(c)   The budget year will be July 1 through June 30, and the budget will be submitted in projection for action at the annual meeting of the Society.  The Manager of the Society Office will prepare the preliminary budget under the direction of the Treasurer for submission to the Budget Committee for approval and subsequent presentation to the Executive Committee and the Council at the Annual Meeting.

(d)   In the event that an unusually favorable opportunity for investment or gain for the Society shall arise, and circumstances do not permit consideration of proposed action by the Committee, the Treasurer and the Chair of the Committee on Finance and Budget in mutual concurrence shall have the authority to purchase or sell stocks, bonds, and other securities and investments on behalf of the Society, within the guidelines approved by the Council.

Section 3.  Committee on Publications.

(a)   The Committee on Publications shall consist of three voting members who shall serve staggered three-year terms.  One member shall be appointed by the President as Chair of the Committee.  Members of the Committee shall be eligible for reappointment without limitation.  In addition, the Editor-in-Chief, Series Editors, and Treasurer shall be non-voting, ex-officio members of the Committee.

(b)   The Committee shall be responsible for management of business affairs related to the journal, Clays and Clay Minerals, and other publications of the Society.  Among other duties, the Committee shall be responsible for selection of publishers, for negotiation of contracts with publishers and authors, for negotiations of expenditures related to publications, and for assessment of page charges and other charges to support Society publications.  Recommendations and actions of the Committee shall be voted upon for approval by the Council at the next Annual Meeting, or by the Executive Committee or President, as appropriate during the year.

(c)   Proposals for Special publications and Workshop Lectures of the Society should be submitted to the Chair of the Publications Committee at least sixty (60) days prior to the Annual Meeting.  These proposals should contain a schedule for submission of manuscripts, an estimated budget and source of funding, and one or more nominations for special editor.  The Committee will review the proposal, vote to approve or reject the proposal, notify the proposal's authors of their recommendation to the Council, and add any nominations for special editor that they deem appropriate.  The selection of special editors is the responsibility of the Editor-in-Chief as defined in Article VI, Section 9.  If the Publications Committee's recommendation to the Council is to reject the proposed publication, the authors of the proposal may submit the proposal directly to the Council at the Annual Meeting.

Section 4.  Committee on Nominations.

(a)   The Committee on Nominations shall consist of six voting members, two of whom shall be members of the Council.  The other four members shall not be members of the Council and shall be selected to represent the three broad sources of The Clay Minerals Society membership, namely industry, government, and academic areas.  Term of membership shall be three years.  The appointment each year of two members shall be to maintain the above stated balance on the Committee, and to insure that the three-year term on the Committee rotates in proportion to Committee representation. No member of the Committee on Nomination shall be eligible for nomination for any office or award under the purview of this committee.  Members cannot serve consecutive terms.

(b)   The Committee shall recommend to the Council nominees for each office to be filled at the Annual Meeting.  Annual nominees are required for Councilors and Vice-President Elect.  Other categories for possible nominees are Secretary and Treasurer.

Section 5.  Committee on Policy and Administration.

(a)   The Committee on Policy and Administration shall consist of six voting members, including the Immediate Past President, the Vice-President Elect, and the Chair of the Committee on Finance and Budget as ex-officio members.  One member of the Committee (not an ex-officio member) shall be appointed each year to serve for a term of three years, and members shall not be eligible to succeed themselves.  The Chair of the Committee shall be the senior appointed member during the last year of tenure.

(b)   The Committee shall study and make recommendations relevant to policy and other matters referred to it by the Council and also to raise such other matters relating to Policy and Administration as the Committee may from time to time deem advisable.

Section 6.  Committee on Program Development.

(a)   The Committee on Program Development shall consist in part of four members appointed by the President, one of whom shall be designated by the President as Chair of the Committee.  Members shall be appointed in staggered three-year terms.  The Committee shall also include the Chair of the Continuing Education Committee and the Chairs of the current and next Local Committees, as non-voting ex-officio members.

(b)   The Committee shall be responsible for studying and recommending locations for future annual meetings to the Council of The Clay Minerals Society.

(c)   The Committee shall be responsible for developing and implementing a plan for technical and non-technical programs that will appeal to a wide range of clay scientists and technologists.  The Committee shall attempt to coordinate symposia, special meetings, and field trips, for example.

Section 7.  Committee on Awards.

(a)   The Committee on Awards shall consist of six voting members.  One shall be a past recipient of the Brindley or Jackson Awards, one shall be a Distinguished Member (i.e., a past recipient of the Marilyn and Sturges W. Bailey Distinguished Member Award), and one shall be a member of Council when appointed.  The other three members shall not be Council members when appointed and shall be selected to represent industry, government, and academic areas.  Term of membership shall be three years, except for the initial members, who will have one-, two-, or three-year terms as required to set up a rotating three-year cycle in which two members are replaced annually.  The Committee Chair is appointed annually by the President. No member of the Committee on Awards shall be eligible for any office or award under the purview of this Committee. Members cannot serve consecutive terms.

(b)   The Committee shall 1) recommend to Council candidates for the George W. Brindley Lecture, and Jackson Mid-Career Clay Science Award, and other awards as designated by Council, 2) judge (or appoint judges for) Student Paper and Poster Awards, and 3) undertake additional duties with respect to grants and awards as designated by Council or the President.

Section 8.  Committee on Contributions and Memberships.

(a)   The Committee on Contributions and Membership shall consist of six voting members selected to represent industry, government, and academic areas.  Term of membership shall be three years, except for the initial members, who will have one-, two-, or three-year terms as required to set up a rotating three-year cycle in which two members are replaced annually.  The Committee Chair is appointed annually by the President.  In addition, the Chairs of the Budget and Finance Committee and the Committee on Publications shall be non-voting ex officio members.

(b)   The Committee shall act as a liaison between Sustaining Contributors and the Society, and shall seek continued support as well as new Sustaining Contributors.

(c)   The Committee shall seek ways to retain members and to increase membership, including library subscriptions.

(d)   The Committee will, in the Annual Report to Council, include compiled statistical information on trends in Sustaining, Regular, and Student Membership, as well as library subscriptions.

Section 9.  Marilyn and Sturges W. Bailey Distinguished Member Award Committee.

(a)   The Marilyn and Sturges W. Bailey Distinguished Member Award Committee is composed of a Chair and five members.  The Chair is a non-voting member, who cannot make nominations for the award.  The Chair is a member of Council.  The responsibility of the Chair is to act as secretary of the Committee, to keep the Committee members informed, and to maintain deadlines. No member of the Marilyn and Sturges W. Bailey Distinguished Member Award Committee shall be eligible for the Marilyn and Sturges W. Bailey Distinguished Member Award.

Tenure on the committee shall be for a period of two years.  There shall be a new chair each year and the chair and 2 committee members shall have been members of the previous committee.  Three new members will be appointed each year.  One committee member must be a previous Distinguished Member (i. e., a recipient of the Marilyn and Sturges W. Bailey Distinguished Member Award).  Another committee member must be a previous recipient of the Jackson Award or Brindley Award.

Committee reports shall be in writing and submitted at least eight weeks prior to the appropriate Council meeting to the Society Manager.  The Committee must provide to Council a recommendation, in its view, as to whether the award should be given that year.  If affirmative, the Committee must include the top nomination for the Award along with pertinent information used in making the selection.  Council must vote (see Article III, Section 8) to accept the nominee or to decide to make no award that year.  Presentation of the award will be made at the next annual meeting following the acceptance by Council, and the award recipient shall be notified within four weeks after Council approval.

(b)   The Marilyn and Sturges W. Bailey Distinguished Member Award is the highest award of The Clay Minerals Society for scientific eminence as represented primarily by scientific publication of outstanding original research in clay science.  Technical contribution to clay science is the sole criterion for the award.  Service to the Society, teaching, and administrative accomplishments are not to be considered.  Clay science is defined broadly for purposes of the Marilyn and Sturges W. Bailey Distinguished Member Award.  Although the award may be given annually, it is not necessarily an annual award.

The award is open to candidates of all ages nationalities, and careers.  The award is not restricted to members of The Clay Minerals Society.  Recipients of the Marilyn and Sturges W. Bailey Distinguished Member Award become Distinguished Members of the Society.

Section 10.  Committee On Continuing Education.

(a)   The Committee on Continuing Education shall consist of six voting members appointed by the President, one of whom shall be designated by the President as Chair of the Committee.  Members shall be appointed in staggered three year terms.  The Committee shall also include the Chair of the Program Development Committee, and the Chairs of the current and next annual meeting Local Committee as non-voting, ex-officio members.

(b)   The Committee shall be responsible for selecting topics for pre‑meeting workshops held in conjunction with the Annual Meeting.

(c)   The Committee shall promote the dissemination of information concerning clays and clay minerals that is not in the category of new research.  This dissemination may be through workshops, monographs, workshop notes, reviews, compilations, slide sets, movies and other appropriate media and means.

 (c)  The Research Grant Program shall be advertised widely.

(d)   The Chair of the Committee shall present a report to the CMS Council of the Committee activities including a list of recommended proposals in rank order for consideration for funding by Council.

Section 11.  Committee on Student Grants.

(a)   The Committee on Student Grants shall consist of the Treasurer and four other members appointed by the President to staggered four year terms.  The Chair shall be appointed annually by the President. The other three members shall not be Council members when appointed and shall be selected to represent technically diverse disciplines. Members shall not be eligible to serve consecutive terms.

(b)   The Committee is responsible for judging applications for financial support of research by graduate and undergraduate students based on applicant qualification, financial need and design of the research project. The Committee is also responsible for judging applications for financial support of students to attend the annual meeting of The Clay Minerals Society based on applicant qualification.

(c)   The Student Grant Program shall be advertised widely.

(d)   The Chair of the Committee shall present a report to the CMS Council of the Committee activities including a list of research and travel grant proposals recommended for funding by Council. Research grant proposals are listed in order of priority for funding. .

Section 12.  Committee on Nomenclature.

(a)   The Committee shall consist of six members appointed by the President for staggered three-year terms.  Retiring members may be re‑appointed.  Members shall be from diverse technical fields, but must include at least one crystallographer, one mineralogist, and one soil scientist.  If one or more CMS members are members of the AIPEA Nomenclature Committee, then one of them shall be appointed by the President as a voting, ex officio member of the CMS Nomenclature Committee.

(b)   The Committee shall make recommendations concerning the classification of clay minerals, the use of clay mineral terms, and other appropriate items.  The recommendations are to be published periodically and forwarded to the AIPEA Nomenclature Committee, to the International Mineralogical Association Commission on New Minerals and Mineral Names, and to other appropriate organizations.

Section 13.  Committee on Source Clays

(a)   The Committee shall consist of five members, one of whom shall be the Curator of the Source Clays Repository.  The other four members shall be appointed by the President to staggered four year terms.  The President shall annually appoint one of the members as Chair.

(b)   The Chair will coordinate a program of collecting and disseminating data on the samples and arrange for publication and distribution of appropriate data sheets with the samples.

(c)   The Committee will review suggested additions to the collection and, if these additions are deemed appropriate, the Chair and Curator will arrange for collection and shipment to the depository.

(d)   The status of the collection shall be reviewed periodically by the Committee.  If certain samples are near depletion, the Chair will arrange for their replenishment.

(e)   The Chair, in cooperation with the Curator, shall prepare an annual report to Council that will include a financial statement, addition to or deletions from the collection, publication activities, and plans for the coming year.

Section 14.  Ad Hoc Committees.  The President may appoint ad hoc Committees to deal with interim problems.

ARTICLE VI.  MANAGEMENT

Section 1.  Management.  The management of the Society shall be vested in its Officers, Council, and Standing Committees.

(a)   The Officers shall be the President, Vice-President, Secretary, Treasurer, and Editor-in-Chief.

(b)   The Council shall consist of the Officers, the Vice-President Elect, the Immediate Past President, the Chair of each Standing Committee, and twelve (12) additional members who shall be called Councilors.

(c)   The Society Office facility shall be established using a Manager who shall serve on an annual contract basis under the direction of a Clay Minerals Society member appointed by the President.

(d)   The Society Manager’s duties shall be specified in the terms of the annual contract which shall be approved by the Executive Committee.  The Manager shall act as custodian of all property of the Society, except property for the custody of which other provisions shall have been made in the By-laws or by the Council.  The Manager shall notify all candidates for office of the results of the election and the terms of office, and shall notify Chairs and members of Committees of their appointments.  The Manager shall issue notices of all meetings, and shall include in each notice of any special meeting a statement of the business to be transacted at the meeting.  The Manager shall maintain the roster of names and addresses of all Members, Student Members, and other persons interested in clays, and shall keep a complete list of Distinguished Members, Sustaining Members, Sustaining Patrons, and Sustaining Benefactors.

Section 2.  Council.  The property and affairs of the Society shall be managed by the Council.  At the Annual Meeting the Council shall submit to the Society a report which shall include the reports of the Secretary and Treasurer and amendments to the By-laws adopted during the year.

Section 3.  Executive Committee.  The Officers and the Immediate Past-President shall constitute the Executive Committee.  The Vice-President Elect shall be a non-voting member of the Executive Committee.  The Executive Committee shall have only such powers as shall be expressly conferred upon it from time to time by the Council.  The Executive Committee shall conduct the business of the Society between meetings.

Section 4.  President.  The President shall preside at meetings of the Society and the Council and perform such duties as may be delegated by the Council.  In addition, the President shall perform such duties as usually pertain to the office, and shall appoint all Standing Committees.  The President shall be empowered to sign contracts and other obligations of the Society, only with the approval of the Executive Committee.

Section 5.  Vice-President.  The Vice-President shall have and assume the powers and duties of the President only in the event of the absence or disability of the President.

Section 6.  Vice-President Elect.  The Vice-President Elect shall serve in the positions prescribed by the By-laws, and in other assignments made by the Council.

Section 7.  Secretary.  The Secretary shall keep the records of the proceedings of the Society and shall also act as the Secretary of the Executive Committee and of the Council and keep the records of their respective proceedings. 

Section 8.  Treasurer.  The Treasurer, under the direction of the Council, shall collect and disburse all funds of the Society, except those for which other provisions shall have been made in the By-laws and in Rules or Resolutions by the Council.  All funds, securities, and other investments of the Society shall be deposited in the name of the Society in the custody of a bank or trust company designated by the Council.  The Treasurer shall keep records of all receipts and disbursements of funds and other financial transactions, and of the funds, securities, and other investments of the Society.  The Treasurer shall submit an annual report to the Council of all receipts and disbursements of funds and other financial transactions of the Society during the preceding fiscal year, and of the funds, securities, and other investments of the Society at the close of the fiscal year.  With the annual report, the Treasurer shall include the accountant's compilation report that accompanies the most recent audited statement.  In the event that Council makes separate agreements for activities such as the Source Clay Repository, the Treasurer will be exempt from keeping records of and reporting on the financial matters pertaining to those outside activities.  The Treasurer shall also make the financial records available for review or inspection by the Finance and Budget Committee upon request.  The Treasurer shall notify the Council and Executive Committee of all contributions to the Society.

Section 9.  Editor-in-Chief.  The Editor-in-Chief shall collect, assemble, and edit the technical publications of the Society before submitting the manuscripts to the publisher, except those for which other provisions shall have been made in the By-laws and in Rules or Resolutions by the Council.  The Editor-in-Chief may select Associate Editors who, with the Editor-in-Chief, shall be called the Board of Editors.  The Editor-in-Chief shall have final decision as to the acceptance or rejection of papers submitted for publication and may choose qualified reviewers and referees for the purpose of evaluating manuscripts.  The Editor-in-Chief shall also recommend the style of the publications of the Society which shall be determined by a majority vote of the Council.  Upon receiving an approved Special Publication or Workshop Lectures proposal from the Council, the Editor-in-Chief may choose to appoint editors for these publications.  These Special and Series Editors will have the same responsibilities for publication review, maintenance of style and quality, and final decisions on publications as those defined in this section for the Editor-in-Chief.

Section 10.  Bonds of Officers.  The President, Vice-President, Secretary, Treasurer, and such other officials specifically designated by the Council, who shall be authorized to sign orders and other papers in respect to the funds, securities, and other investments or property of the Society, may be required to give bonds or other security, in such amount and form as the Council may approve for the faithful discharge of their respective duties.

ARTICLE VII.  SECTIONS AND GROUPS OF THE SOCIETY, ASSOCIATED SOCIETIES

Section 1.  Sections and Groups may be established at the discretion of the Council.

ARTICLE VIII.  MEETINGS AND ORDER OF BUSINESS

Section 1.  Annual Meeting.  The annual meeting shall be held on a date set by the Council.  Notice of the time and place shall be mailed to the voting members of the Society as early as may be practicable after the adjournment of the preceding Annual Meeting but not later than ninety (90) days prior to the date fixed for the meeting.  The arrangements of the meeting shall be approved by the Council and shall be sent to the voting members of the Society in advance of the meeting.

Section 2.  Special Meetings of the Society.  Special meetings of the Society may be called by the Executive Committee at its discretion on not less than thirty (30) days notice and shall be called on like notice by the Executive Committee or the Council upon the written request of twenty-five (25) voting members stating the special business for which they request the meeting to be called.

Section 3.  Meetings of the Council.  Meetings of the Council shall be held immediately before, after, or during the Annual Meeting of the Society, at the place of the Annual Meeting.  Special Meetings of the Council may be called by the President.

Section 4.  Quorum.  At meetings of the Society, the voting members present in person or represented by proxy shall constitute a quorum.  At meetings of the Council, one-half (1/2) of the Council shall constitute a quorum.

Section 5.  Decisions.  Decisions will be determined by a simple majority vote unless stated otherwise in a specific section of the By-laws.

ARTICLE IX.  BY-LAWS AND AMENDMENTS

Section 1.  By-laws.  The By-laws of the Society may be amended as follows.

(a)   By a majority of the voting members present in person or represented by proxy at a meeting duly called for the purpose, at which there is a quorum, provided that a copy of the proposed amendment and notice of the meeting shall have been mailed to such voting members not less than twenty (20) nor more than eighty (80) days before the meeting at which the action is to be taken; or

(b)   By a vote of two-thirds (2/3) of the entire Council at a meeting duly called for the purpose; or by mail ballot upon a vote of three-fourths (3/4) of the entire Council.  All amendments approved by the Council, either at meetings thereof or by mail ballot, shall be voted on by the membership at the next Annual or Special Meeting of the Society.

Section 2.  Proposals of Amendments.  Any twenty-five (25) voting members may, by letters addressed to the Secretary, recommend to the Council the amendment of a By-law.  Amendments and changes also may be submitted directly to the Council by the Policy and Administration Committee.  If the Council shall approve the amendment, the Council may adopt it, subject to later vote by the membership at a duly called meeting.  If the Council shall disapprove the amendment, it shall so inform the proposers and refer it to the membership for a vote at a duly called meeting, if the proposers so request.

Section 3.  Suspension of By-laws.  The Executive committee may suspend the operation of any rule or By-law only until the next regular meeting of the Council.

ARTICLE X.  DISSOLUTION

Section 1.  In case of dissolution of the Society, the Council shall authorize the payment of all debts of the Society, including accruals, authorize the payment of reasonable separation pay to the Society’s employees, and arrange for the distribution of the remaining assets, if any, to a nonprofit technical or professional organization having similar aims and objectives.