BY-LAWS OF THE
NATIONAL COUNCIL OF INDUSTRIAL METEOROLOGISTS
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ARTICLE I. OFFICES
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The corporation may have offices at any location within the United States, as the Board of Directors may designate or as the business of the corporation may require from time to time.
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ARTICLE II. MEMBERS
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Section 1. Qualification for Membership. Membership in this corporation shall be limited to those individuals, associations, partnerships, corporation, or other organizations engaged in the practice of consulting or industrial meteorology for profit, and having the capabilities and resources necessary for serving industry, commerce, and/or specialized needs of the public.
Section 2. Classes of Membership. Membership in this corporation shall be divided into three classes, to wit, “Consultant Members,” “Associate Members,” and “Retired Members,” as hereinafter defined.
A. “Consultant Members” shall be limited to those individuals who meet the following qualifications:
(1) Qualifications on the basis of knowledge:
(a) Graduation from an accredited university or college with successful completion of academic courses in meteorology, or in the affiliated atmospheric science discipline, which satisfactorily meet the standards set by this corporation's Committee on Admissions; and
(b) Current certification by the American Meteorological Society as a Certified Consulting Meteorologist.
(2) Qualifications on the basis of proficiency:
A minimum of at least five years of work at the professional level. Substitution of a post-graduate degree below the doctorate level is permitted for not more than one year of experience. Substitution of the doctorate for not more than two years is allowed.
(3) Qualifications on the basis of integrity:
This corporation’s Committee on Admissions will conduct such investigation as it deems appropriate to assure itself that the applicant possesses those traits of integrity consistent with the corporation’s Code of Ethics. The applicant’s record of professional work will serve the Committee as a primary means of evaluating his or her integrity.
(4) Qualifications on the basis of time devoted to practice:
Consultant members shall devote not less than thirty percent (30%) of their professional time to the practice of consulting.
B. “Associate Members” shall be members who do not qualify as “Consultant Members” but who are on a career track, which is directed toward “Consultant Member” status. “Associate Members” shall apply for “Consultant Member” status following their eligibility for “Consultant Member” status and in no case can any member be an “Associate Member” for more than 5 years. “Associate Members” can include individuals who meet either of the following two criteria:
(1) Current students or recent graduates who plan to pursue a career, which will ultimately qualify them as “Consultant Members.”
(2) University, Government or private sector employees who wish to ultimately pursue a career, which would qualify them as “Consultant Members.”
C. “Retired (or Emeritus) Members” shall be limited to those Individual “Consultant Members” who have retired from full-time practice and who engage in consulting not more than approximately 25 percent of full-time.
Section 3. Initial Members. The initial Founding Members of this corporation are recognized below, all of whom fall within the class of “Consultant Members”:
Eugene Bollay
R. L. Carnahan
Loren W. Crow
Robert D. Elliott
N. L. Hallanger
Howard Hanks
L. M. Hunsaker
Peter R. Leavitt
John R. Murray
Don Sorenson
John E. Wallace
Section 4. Addition or Termination of Members. Candidates for membership, possessing the qualifications as provided in Sections 1 and 2 of this Article II, shall be nominated by this corporation's Committee on Admissions, and shall be elected by an affirmative vote of not less than two-thirds of the members of the Board of Directors, which vote may be taken by mail or at any annual or special meeting of the Board. At least thirty days prior to such election, the Secretary shall give notice of the election to all Members. The notice shall contain the date of the election, the name of the candidate for membership, and an invitation to any Member to communicate any fact about the candidate which might be of interest to the Committee on Admissions. Such notice may either be published in the official publication of this corporation, electronically published, e-mailed or mailed to each Member. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to the Member at his address as it appears on the roster of the corporation, with postage thereon prepaid. If sent electronically, such notice shall be deemed to be delivered when sent to the e-mail address appearing on the roster.
A newly-elected “Consultant Member” shall not qualify to vote or in any other manner participate in the business of this corporation until he has paid his dues as provided in these By-laws.
“Associate Members” are not qualified to vote on matters of corporate business, but are allowed to participate freely in all discussions.
Any Member whose annual dues remain unpaid for 180 days following the annual meeting, or within 120 days after initial notification by the Treasurer for membership dues, if the notification date exceeds 60 days following the annual meeting, will be considered an “Inactive” member of the organization. A Member who is inactive can immediately be reactivated upon payment of all delinquent dues. A Member who is inactive and fails to pay dues for two consecutive years shall be removed from the membership roles of the organization.
The Board of Directors, by an affirmative vote of not less than two-thirds of its members taken at an annual or special meeting of the Board, may censure any Member, or terminate or suspend the membership of any Member, who fails to comply with these By-laws, or the purposes as set forth in the Articles of Incorporation of this corporation, or the Code of Ethics and Statement of Purposes adopted by this corporation. Such censure, termination or suspension for the reasons as set forth in this paragraph shall not be effected until after a hearing has been afforded the offending Member by the Board of Directors or a committee duly appointed by the Board for this purpose.
Section 5. Roster. The Secretary shall set up and keep a roster of the names and addresses of the Members of the corporation, and shall maintain such roster, adding to or deleting from it the names of Members as provided in Section 3 of this Article II. The roster shall include e-mail addresses where possible.
Section 6. Annual Meeting. The annual meeting of the corporation shall be held prior to June 30th of each calendar year, at a time and place to be designated by the Board of Directors, and not less than sixty days prior to the date of the meeting. The business to be conducted at the annual meeting shall include the election of Directors and the transaction of such other business as may come before the meeting.
Section 7. Special Meetings. Special meetings of the Members, for any purpose, may be called by the President or by the Board of Directors, or at written request delivered to the President by not less than one-tenth of the Members of this corporation. The time and place of any such special meeting shall be designated by the President or Board of Directors.
Section 8. Time and Place of Meeting. The Board of Directors may designate any place within the United States, and any reasonable time, as the time and place for any annual meeting or for any special meeting called by it. The President or the Board of Directors may designate any place within the United States, and any reasonable time, as the time and place for any special meeting called by the President, the Board of Directors, or not less than one-tenth of the Members of this corporation.
Section 9. Notice of Meeting. Written, printed or electronic notice stating the place, day and hour of the annual meeting shall be delivered not less than sixty days before the date of the annual meeting, and, in the case of a special meeting, not less than thirty days before the date of the special meeting. The notice shall state the purpose or purposes for which the meeting is called, and shall be delivered either personally, electronically or by mail, by the Secretary to each Member on the roster. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at his address as it appears on the roster of the corporation, with postage thereon prepaid. If sent electronically, such notice shall be deemed to be delivered when sent to the e-mail address appearing on the roster.
Section 10. Quorum. For any annual meeting of the Members, not less than 11 “Consultant or Retired Members” shall constitute a quorum. For any committee meeting, a majority of the committee members present, in person, shall constitute a quorum. “Associate Members” may serve on committees and fully participate in any discussions but do not have voting rights.
Section 11. Majority. If a quorum is present, the affirmative vote of the majority of the “Consultant or Retired Members” present at the meeting, in person, and entitled to vote on the subject matter, shall be the act of the Members as a whole.
Section 12. Proxies. At all meetings of Members, only “Consultant and Retired Members” actually present may vote. Voting by proxy shall not be allowed.
Section 13. Informal Action by Members. Any action required by these By-laws, the Articles of Incorporation of this corporation, or applicable law to be taken at a meeting of Members, or any other action which may be taken without a meeting if a consent in writing, delivered by the Secretary to each Member, either personally, electronically or by mail, and setting forth the action so taken or to be taken, shall be signed by a majority of the “Consultant and Retired Members” on the roster and entitled to vote upon such action. The Secretary shall file such consent or consents with the minutes of meetings of the Members, and such written consent or consents signed by a majority of the “Consultant and Retired Members” shall constitute a waiver by the members as a whole of the holding of such meeting and shall have the same force and effect as a vote of the “Consultant and Retired Members.”
Section 14. Voting. Each “Consultant and Retired Member” on the roster of this corporation and qualified under Sections 1, 2 and 3 of this Article II shall be entitled to one vote. It is expressly intended hereby that each “Consultant Member” and each “Retired Member,” shall be entitled to only one vote. “Associate Members” are not entitled to vote in business matters of the corporation, although they are entitled to participate in any and all discussions and deliberations. In the election of Directors, each “Consultant and Retired Member” shall be entitled to vote at such election for as many persons as there are Directors to be elected. Cumulative voting shall not be allowed.
Section 15. Subject of Meetings. All matters of interest or concern to the corporation may be considered and acted upon at any annual meeting of the Members of the corporation. Only those matters specified in the notice of a meeting may be considered or acted upon at such meeting unless a majority of the Members present at the meeting vote otherwise.
Section 16. Rules of the Meeting. The rules contained in “Roberts Rules of Order Revised” shall generally govern the conduct of any meeting of the Members so long as they are not inconsistent with these By-laws, the Articles of Incorporation of this corporation, or applicable law. A majority of the “Consultant and Retired Members” present at a meeting may establish any additional rules for the conduct of the meeting so long as they are not inconsistent with these By-laws, the Articles of Incorporation of this corporation, or applicable law.
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ARTICLE III. BOARD OF DIRECTORS
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Section 1. General Powers: The management of the business, property and affairs of this corporation shall be the responsibility of the Board of Directors. In addition to powers granted by the Articles of Incorporation and these By-laws, the Board of Directors may exercise all such powers and perform all such lawful acts as are not prohibited by statute, the Articles of Incorporation, or these By-laws, or which would disqualify the corporation from its nonprofit status. Notwithstanding any other provisions of these By-laws, all instruments of conveyance or encumbrance pertaining to real property, and agreements to convey or encumber, to be executed by the corporation shall be first authorized by a majority of all Directors.
Section 2. Number, Tenure and Qualifications
A. Number: The number of Directors shall be eight, and shall consist of the four Officers of the corporation (President, President-Elect, Secretary, and Treasurer), the ex-President, and three Members of the corporation who are neither Officers nor the last two ex-Presidents. If the offices of Secretary and Treasurer are held by the same individual, the number of Directors shall be reduced to seven during the term of office of the two positions. The number of members serving on the Board of Directors may be increased by a vote of the “Consultant and Retired Members” on the roster of the corporation. Any such increase in the total number of directors shall constitute an amendment to, and be written into these By-laws.
B. Term: The Directors shall hold office for the following terms:
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| President: |
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Two Years |
| President-Elect: |
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Two Years |
| Secretary: |
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Two Years |
| Treasurer: |
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Two Years |
| Ex-President: |
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Two Years |
| Members neither officers nor immediate ex-President: |
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Two Years |
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Directors shall be elected by the “Consultant and Retired Members” at the annual meeting of the Members. Such election may be conducted by mail or electronic ballot, in which case the Secretary shall deliver a ballot by mail or electronically to each Member on the roster of this corporation and entitled to vote at such meeting. The ballot shall be delivered with the notice of the annual meeting, as provided in Section 8 of Article II of these By-laws, and shall contain the name of the nominees to be elected. In order to be counted, a ballot must be received by the Secretary no later than the day prior to the date of the annual meeting. The person receiving the highest number of votes cast for a directorship to be filled shall be deemed elected and shall take office upon his or her election. In the event of a tie vote, the selection shall be made by a majority vote of the incumbent Board of Directors.
In the event that the date of the annual meeting does not coincide exactly with the terms of the Directors as set forth above, the Directors shall hold office until the annual meeting held closest to that point in time when their respective terms would expire, and until their successors shall have been duly elected and qualified.
C. Qualifications: Directors must be “Consultant or Retired Members” in good standing on the roster of this corporation. A “Member in good standing” shall be one who meets all of the standards and qualifications as provided in Sections 1, 2 and 3 of Article II of these By-laws. The Board of Directors shall be so constituted that no more than one of its members shall be employed professionally by the same organization.
Section 3. Nominating Committee. The President shall appoint a Nominating Committee of not less than three voting Members on the roster of this corporation. The Nominating Committee shall nominate candidates for any directorship to be filled at the annual meeting and shall obtain the nominees' consent to serve as Director if elected, and shall deliver a written report of such nominations to the Secretary during the annual meeting.
Ten percent of the Members on the roster of this corporation and entitled to vote may place an additional name or names in nomination. Such additional nominations must be accompanied by the nominees' consent to serve as Director if elected.
Section 4. Resignation or Removal. Any Director may resign at any time by giving written notice to the President or to the Secretary or to the Board of Directors of the corporation. Such resignation shall take effect at the time specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Directors may be removed at any time, with or without cause, by the affirmative vote of two-thirds of the members of the Board of Directors. No Director shall be removed from the Board of Directors by a reduction in the authorized number of members of the Board of Directors unless he shall be individually and personally removed by such an affirmative two-thirds vote of the Board of Directors.
Section 5. Vacancies. Any vacancy occurring on the Board of Directors shall be filled by a majority vote of the remaining members of the Board of Directors if a majority of the remaining members of the Board of Directors are present at the meeting of the Board at which such vacancies are filled. If more than one vacancy is to be filled at a meeting of the Board of Directors, the vacancy shall be filled one at a time, and the person appointed to fill a vacancy, if he or she is present at the meeting, shall participate as a Director in the filling of any other vacancies. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election of the Members of the corporation at an annual meeting or at a special meeting of the Members called for that purpose.
Section 6. Regular Meetings. A regular meeting of the Board of Directors shall be held without notice, other than that required by the By-laws, immediately after, and at the same place as, the annual meeting of the Members.
Section 7. Special Meetings. Special meetings of the Board of Directors may be called by request of the President or by not less than one-half of the Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place within the United States as the place for holding any special meeting of the Board of Directors. Special meetings may also take place electronically or by conference call.
Section 8. Notice. Notice of any special meeting of the Board of Directors shall be given at least seven days prior to the date of the meeting by written notice delivered personally, electronically or mailed to each Director at his address as shown on the roster of this corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If sent electronically, such notice shall be deemed to be delivered when sent to the e-mail address appearing on the roster. Any Director may waive notice of any meeting. 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 is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, and all business and matters of interest or concern to the corporation may be discussed and acted upon at any regular or special meeting of the Board of Directors.
Section 9. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III 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 a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice and until a quorum is present.
Section 10. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 11. Compensation. Directors of the corporation shall serve in that capacity without compensation, but they may be reimbursed for expenses incurred in the performance of their duties in that capacity. This section shall not prohibit compensation to individuals who may be Directors for professional services rendered to the corporation at the request of the officers or Board of Directors.
Section 12. Informal Action by Directors. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds of the Directors entitled to vote with respect to the subject matter thereof. The Secretary shall deliver such consent personally, electronically or by mail to each Director at his address as shown on the roster of this corporation. It shall contain a statement of the action to be taken and shall bear a signature line for each director's signature. Two or more Directors may request a postponement of the action to be taken, which request must be given in writing to the Secretary. If such request for postponement is made, the Secretary shall deliver a second consent in writing to each Director within thirty days after his receipt of the request for postponement, which consent shall be in the form as the first and shall additionally contain a brief statement of the objections raised by the Directors who requested postponement. Upon completion of the consent vote, the Secretary shall file it in the Minute Book of this corporation. Such consent shall have the same force and effect as a vote of the Board of Directors.
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ARTICLE IV. OFFICERS AND AGENTS
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Section 1. Positions. The officers of the corporation shall be a President, a President-Elect, a Secretary and a Treasurer. The Board of Directors may designate such other officers, assistant officers, committees and agents, including a chairman of the board, assistant secretaries and assistant treasurers, as they may consider necessary, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors. No two offices may be held by the same person at the same time except for those of Secretary and Treasurer. In all cases where the duties of any officer or agent are not prescribed by the By-laws or by the Board of Directors, such officer or agent shall follow the orders and instructions of the President. “Associate Members” may serve as non-voting members on any committee of the corporation.
Section 2. Nomination of Officers. The officers shall be nominated by the Nominating Committee as provided in Section 3 of Article III of these By-laws, and the same procedure shall be followed for the nomination of officers as is provided in said Section 3 of Article III for the nomination of Directors.
Section 3. Election, Term and Qualifications of Officers. Officers shall be elected by the “Consultant and Retired Members” at the annual meeting of the Members, and thereupon shall take office and serve until the next annual meeting of the Members. Thereafter, each officer shall be elected by the Members at the annual meeting of the Members, and shall hold office until the first of the following to occur: until his successor shall have been duly elected and shall have qualified; or until his death; or until he shall resign; or until he shall have been removed in the manner as hereinafter provided. Election may be conducted by mail or electronic ballot, in which case the Secretary shall deliver a ballot by mail or electronically to each Member on the roster of the corporation and entitled to vote at such meeting. The ballot shall be delivered with the notice of the annual meeting, as provided in Section 8 of Article II of these By-laws, and shall contain the names of the nominees to be elected. A ballot, to be counted, must be received by the Secretary no later than the day prior to the date of the annual meeting. The person receiving the highest number of votes cast for the office to be filled shall be deemed elected and shall take office upon his or her election. In the event of a tie vote, the selection shall be made by a majority vote of the incumbent Board of Directors. Officers need not be residents of Colorado, but must be Members in good standing, meeting all of the standards and qualifications as provided in Sections 1, 2 and 3 of Article II of these By-laws.
Section 4. Removal of Officers. Any officer or agent may be removed at any time by the affirmative vote of two-thirds of the members of the Board of Directors whenever in their judgment the best interests of the corporation will be served thereby.
Section 5. Vacancies. A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term.
Section 6. President. The President shall, subject to the direction and supervision of the Board of Directors, be the chief executive officer of the corporation; shall have general and active control of its affairs and business; shall have general supervision of its officers and agents; and shall preside at all meetings of the Members of the corporation. The President shall have custody of the Treasurer's bond, if any.
Section 7. President-Elect. The President-Elect shall assist the President and shall perform such duties as may be assigned to him or her by the President, or by the Board of Directors. In the event of the President's death, resignation, removal, absence or inability to act, the President-Elect shall have the powers and perform the duties of the President.
Section 8. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the Members and the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and affix the seal to all documents when authorized by the Board of Directors; (d) maintain and keep in his custody a roster containing the names, addresses and e-mail addresses of all members of the corporation; and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Assistant Secretary, if any, shall have the same duties and powers, subject to supervision by the Secretary. In the event of the President's and President-Elect's death, resignation, removal, absence or inability to act, the Secretary shall have the powers and perform the duties of the President.
Section 9. Treasurer. The Treasurer shall be the principal financial officer of the corporation and shall have the care and custody of all funds and other things of value of the corporation, and shall deposit the same in accordance with the instructions of the Board of Directors. He or she shall receive and give receipts for monies paid in on account of the corporation, and shall pay out of the funds on hand all bills and other just debts of the corporation. He or she shall keep or direct the maintenance of the books of account and other financial records of the corporation. He or she shall, upon request of the Board of Directors, make such reports to it as may be required at any time. He or she shall, if required by the Board of Directors, give the corporation, at the sole expense of the corporation, a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his or her duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Section 10. Compensation. Officers of the corporation shall serve in that capacity without compensation, but they may be reimbursed for expenses incurred in the performance of their duties in that capacity. This section shall not prohibit compensation to individuals who may be officers for professional services rendered to the corporation at the request of the Board of Directors.
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ARTICLE V. DISPOSITION OF FUNDS AND PROPERTY
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Section 1. Operations. Responsibility for the disposition of funds and property in accordance with the objects, purposes and powers contained in the Articles of Incorporation of the corporation, applicable law, and these By-laws, shall be in the Board of Directors. Authority for such disposition may be delegated by an instrument in writing to such officer or officers as the Board of Directors deem desirable or convenient; provided, however, that disposition or encumbrance of real property, or agreements therefore, shall be made only in accordance with the provisions of Section 1 of Article III of these By-laws; and, provided further, that no disposition of any funds or property shall be made which would disqualify the corporation from its nonprofit status.
Section 2. Distribution of Assets Upon Dissolution. The distribution of the assets of the corporation upon its dissolution shall be in a manner authorized by the “Colorado Nonprofit Corporation Act.” Upon liquidation or dissolution, the assets of the corporation shall be transferred without consideration to an organization or organizations of a similar purpose and character as this corporation.
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ARTICLE VI. DUES AND ASSESSMENTS OF MEMBERS
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The Board of Directors may set annual dues and assessments to be paid by the Members of this corporation, which may be changed from time to time as the Board deems necessary. Different rates of dues and assessments may apply as between “Consultant,” “Associate,” and “Retired Member,” but the voting rights and membership privileges of these respective classes of Members shall remain as defined in Article II. Dues are payable on an annual basis.
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ARTICLE VII. COMMITTEES
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The standing committees of this corporation shall be as follows:
Committee on Admissions
Committee on Professional Ethics and Standards
Committee on Publications
Nominating Committee
Committee on Continuing Education
Additional committees, either standing or temporary, may be authorized by the Board of Directors. The President shall nominate, and the Board of Directors shall elect the committee members except the President will appoint directly the members of a Nominating Committee at the annual meeting. The Board of Directors may require the President to nominate additional candidates for any committee if any of the original nominees are unacceptable to a majority of the Board of Directors. Terms of the committee members shall be set by the Board of Directors.
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ARTICLE VIII. MISCELLANEOUS
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Section 1. Seal. The corporate seal of the corporation shall be circular in form and shall contain the name, “Council of Industrial Meteorologists,” and the words, “Seal,” and “Colorado.”
Section 2. Fiscal Year. The fiscal year of the corporation shall begin July 1st of each calendar year and end June 30th of the following calendar year.
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ARTICLE IX. AMENDMENTS
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The By-laws of this corporation may be altered, amended or repealed by the affirmative vote of two-thirds of the Members of the corporation, so long as such amendments are not inconsistent with the Articles of Incorporation of this corporation, or applicable law including the “Colorado Nonprofit Corporation Act.” Any proposed amendment shall be initiated either by the Board of Directors or by a majority of the Members, and shall be voted upon at the annual meeting of the Members, or at a time and circumstance as the Board may require. Notice of the proposed amendment and the manner of voting thereon shall be as provided in Article II of these By-laws and Article VII of the Constitution.
Last Update: June 2008 |
