BY-LAWS
TOLEDO CHAPTER AMERICAN FOUNDRY SOCIETY
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Article I Name and
Mission
Section 1 This organization shall be known as the Toledo Chapter of the
American Foundry Society.
Section 2 The Mission of the chapter shall be that of the American Foundry
Society; namely, to provide and promote knowledge and services that
strengthen the metalcasting industry for the ultimate benefit of its
customers and society.
Article II Territory
Section 1 The approved territory of this chapter shall be as registered at
the Central Office of the Society:
a. on the North, the Ohio counties Lucas, Fulton and Williams, and the
Michigan Counties of Monroe and Lenawee, and
b. on the East, the counties of Ottawa, Sandusky and Seneca, and those
portions of Erie and Huron Counties West of a North-South straight line
through the cities of Sandusky in Erie County and Willard in Huron County,
and
c. on the South, the counties of Hancock, Allen and Van Wert, and
d. on the West to the Indiana State Line.
Article III Membership and Dues
Section 1 - American Foundry Society members of all classes residing in the
prescribed territory of this chapter shall be eligible for membership with
equal privileges as prescribed in the By-laws of the Society.
Section 2 Annual dues for membership shall be as provided by the By-laws
and regulations of the American Foundry Society.
Section 3 All membership dues shall be paid to the American Foundry
Society and shall become payable when invoiced in accordance with Society
regulations.
Article IV Financing
Section 1 In addition to the dues refund as provided for in the By-laws of
the Society, the Board of Directors of the Chapter may and shall, when
deemed necessary, make provisions for raising additional funds. They may
also receive contributions or bequests and shall have entire control of all
funds raised or received.
Section 2 The Board of Directors of the Chapter shall also have authority
to raise and dispense funds for special purposes. However, it shall be
understood that contributions to any special funds shall be voluntary and
that failure to contribute shall not deprive any member Chapter privileges.
Section 3 No part of the income or property of this Chapter shall inure to
the benefit of any individual. In the event of dissolution of the Chapter,
all assets thereof shall become the property of such not-for-profit
organization, as the Board of Directors of the Chapter shall determine can
best carry out the stated objectives of the Chapter.
Article V Officers and Directors
Section 1 Officers of the Chapter shall consist of a Chairman, 1st Vice
Chairman, 2nd Vice Chairman, Secretary and Treasurer, each elected annually
from and by the membership for a term of one year.
Section 2 The Board of Directors of the Chapter shall consist of the
following: Chairman, 1st Vice Chairman, 2nd Vice Chairman, Secretary,
Treasurer, ten (10) Board Members whose terms do not expire that year and
four (4) other members of the Chapter plus the immediate Past Chairman for a
term of three (3) years.
Section 3 The Chapter Historian shall be a non-voting member of the Board
of Directors, unless currently an active member of the Board, and be granted
all the rights and privileges of a Board Member. The Historian shall be
appointed annually by the Chapter Chairman with subsequent approval of the
Board of Directors.
Section 4 The Chapter AFS Liaison shall be appointed annually by the
Chapter Chairman. The Chapter Liaison shall be the key contact between the
Chapter and the Environmental/Health & Safety, Technical and Government
Affairs Departments at AFS Headquarters.
Section 5 The Publicity Chairman shall be appointed annually by the
Chapter Chairman. The Publicity Chairman shall, in writing, notify members
of all Chapter meetings.
Section 6 The immediate past Chairman shall serve as a member of the Board
of Directors for three (3) years, upon conclusion of his term of office as
Chairman.
Section 7 The members of the Board of Directors shall fulfill their
responsibilities to the Chapter be serving as a member of a committee as
described in Section XII during their term as a Board member. All Board
members shall consider the Chairmanship of a committee during their term on
the Board of Directors.
Article VI Filling Vacancies
Section 1 In the event a vacancy occurs in the office of Chairman between
Annual Business Meetings, the 1st Vice Chairman shall become Chairman, and
the 2nd Vice Chairman shall become the 1st Vice Chairman.
Section 2 In the event a vacancy occurs in the office of 1st Vice Chairman
between Annual Business Meetings, the 2nd Vice Chairman shall become 1st
Vice Chairman.
Section 3 In the event a vacancy occurs on the Board of Directors, or in
any office other than that of Chairman or 1st Vice Chairman, the Board of
Directors shall elect a successor within 60 days to serve such unexpired
term.
Article VII Duties of Officers
Section 1 The Chairman shall preside at all meetings of the Board of
Directors and at all regular and special meetings of the Chapter, and shall
be the executive officer of the Chapter. The Chairman shall be a member
ex-officio of all Standing and Special Committees, except the Nominating
Committee. He shall submit, at the Annual Business Meeting, a report
reviewing activities of the Chapter and recommending future activities,
together with a report prepared by the Treasurer showing receipts and
disbursements for the year.
Section 2 The immediate past Chairman shall be Membership Committee
Chairman. The Chairman shall maintain a correct list of Chapter Members and
send a welcoming letter to new Chapter members.
Section 3 The 1st Vice Chairman shall fulfill the duties of the Chairman
when the latter, for any reason, is unable to act in his elected capacity.
The 1st Vice Chairman shall also be Chairman of the Program Committee.
Section 4 The 2nd Vice Chairman shall be responsible for administering and
publishing the annual Program Booklet and be a member of the Program
Committee.
Section 5 The Secretary shall be the custodian of the permanent records of
the Chapter and shall keep a correct journal of its proceedings. The
Secretary shall take charge of all records, papers and documents (except
Financial records, papers and documents) belonging to the Chapter and
prepare minutes of all Board meetings of the Chapter. At the expiration of
his term of office, the Secretary shall transfer to his successor all
records, papers and other property of the Chapter in his possession.
Section 6 The Treasurer shall have charge of all funds of the Chapter and
shall disburse such funds only as determined by the Board of Directors. The
Treasurer shall keep the accounts in books belonging to the Chapter, which
at all times shall be open to inspection by the Board of Directors. The
Treasurer shall take charge of all financial records, papers and documents
belonging to the Chapter. The Treasurer shall deposit all Chapter funds in
the name of the Chapter, in a bank or trust company approved by the Board of
Directors. The Treasurer shall be empowered to invest, reinvest and disburse
Chapter funds only as directed by the Board. The Treasurer shall supply the
Chairman of the Chapter with a report of receipts and disbursements whenever
required, and at the end of the year for presentation at the annual Business
Meeting. A copy of this report shall be forwarded to the Central Office of
the Society. Two elected officers of the Chapter must sign all checks drawn
against Chapter funds. Signatures of those empowered to sign checks must be
registered with bank officials and changed annually or when new officers
take over their duties.
Section 7 At the expiration of his term of office, the Treasurer shall
transfer to his successor all funds, papers, and other property of the
Chapter in his possession. Any officers empowered to disburse Chapter funds
shall have a surety bond to safeguard the current investments. The value of
the surety bond shall be set at the time of renewal. The Chapter shall pay
premiums on such bonds.
Article VIII Board of Directors
Section 1 The control of the Chapter shall be vested in the Board of
Directors, who shall manage the affairs of the Chapter as may best promote
the interests of the membership in accordance with fundamental objectives of
the Society.
Section 2 The financial books of the Chapter shall be audited annually at
the close of each fiscal year prior to the Annual Business Meeting in such a
manner as may be prescribed by the Board of Directors. The fiscal year of
the Chapter shall begin August 1 and end July 31.
Article IX Meetings of the Board of Directors
Section 1 The Board of Directors shall meet at the call of the Chairman or
of any three members of the Board, at a time and place designated by the
Chairman. A majority of the Board
shall constitute a quorum.
Section 2 The Annual Business Meeting of the Board of Directors shall be
held in September to close the fiscal year. The approval of the Chapter
fiscal year financial audit and the budget for the new fiscal year will be a
part of the agenda for the Annual Business Meeting.
Section 3 -The Secretary shall maintain and publish with the monthly
business meeting minutes, the attendance of all the officers and directors
at the Board of Directors meeting. The Secretary may be instructed by
majority vote of the Board to notify any member who has been absent from the
meeting on two (2) consecutive occasions informing him of his lack of
attendance. The Board shall vote on the retention (or ask for his
resignation) of a director who has missed three (3) successive Board of
Directors meetings. It is he responsibility of the Secretary to bring these
matters to the Boards attention each month.
Article X Meetings of the Chapter
Section 1 Regular meetings of the Chapter shall be held each month from
October to May, inclusive, at times and places determined by the Program
Committee. Members shall receive at least seven (7) days notice, in
writing, of any regular or special meeting of the Chapter.
Article XI Budgets
Section 1 The Board of Directors shall approve the annual budget as
prepared by the Chairman and Treasurer. The annual budget of estimated
expenses shall not exceed ninety (90) percent of the anticipated income of
the Chapter.
Article XII Committees
Section 1 Standing and Special Committees, or their Chairmen, shall be
appointed annually by the Chapter Chairman and approved by the Board of
Directors. Such Committees shall include Program, Program Booklet,
Membership, Publicity, Entertainment and Golf.
Section 2 All Committees shall conduct a minimum of one Committee meeting
during the fiscal year. All Committees shall publish minutes of their
meetings. Committee Chairmen shall report to the Board of Directors at the
monthly Board Meeting.
Section 3 Each Committee shall develop written Standard Operating
Procedures for the functioning of the Committee. The procedures shall
include the Committee mission and timing of necessary events.
Section 4 Each Committee shall prepare a report of actions and
recommendations for presentation at the Annual Business Meeting.
Article XIII Nominations and Elections
Section 1 A Nominating Committee of up to six (6) Chapter members and no
less than three (3) Chapter members, appointed by the Chairman and approved
by the Board of Directors should be selected by January 1. The Committee
should consist of a past Chairman and two (2) or more incumbent Board
Members whose terms do not expire that year. The Nominating Committee may
also have members from the General Chapter Membership. The incumbent Chapter
Chairman may attend to present Board Policies and needs, but shall not be a
voting member of the Committee unless his vote is needed to break a tie.
Section 2 The Committee shall present to the membership at the March
meeting, with the approval of the Board of Directors, the names of
candidates for offices of Chairman, 1st Vice Chairman, 2nd Vice Chairman,
Secretary, Treasurer and five (5) Directors (including the past Chairman).
Section 3 Additional nominations may be made in writing in the form of a
petition signed by at least fifteen (15) percent of the Chapter membership
in good standing at any time fifteen (15) days prior to the April Business
Meeting. Names of all nominees shall be announced at the March meeting and
printed in the mailed notice of the May Business Meeting.
Section 4 If additional nominations are received for any office, as
prescribed in Section 3, then the elections shall be by secret ballot at the
May Business Meeting. Ballots then shall be distributed and counted by an
Election Committee of three (3) members present, appointed by the presiding
Chairman.
Section 5 Should no additional nominations be received as prescribed,
nominations shall be declared closed and the Secretary shall, at the May
Business Meeting, cast the unanimous ballot of the membership for election
of those candidates named by the Nominating Committee and approved by the
Board of Directors.
Section 6 Newly elected Officers and Directors shall assume the duties of
their offices immediately following adjournment of the Annual Business
Meeting held in September and shall serve until their successors are chosen
and qualified.
Article XIV Amendments
Section 1 These By-laws may be amended only by a majority vote of the
membership present at a regular or special meeting, provided notice of vote
on such amendment shall have been given to the membership at a previous
regular or special meeting, and the full text of the proposed amendment
included in the printed notice thereof.
Article XV Responsibilities
Section 1 These By-laws, amendments thereto and official actions of the
Chapter shall not conflict with any provisions governing Chapters in the
By-laws of the American Foundry Society.
Article XVI Order of Business
Section 1 Rules of Order Roberts Rules of Order shall be the accepted
parliamentary procedure.