BY-LAWS
Article
I - Officers
Section 1. President.
The
President shall exercise the powers and perform the duties assigned by
the Constitution and By-Laws. The President shall be Chairperson of the
Board of Directors. The President shall generally supervise the management
the affairs of the Association. The President shall enforce the provisions
of the Constitution and By-Laws, preside at the Annual Convention and be
guided by the will of the Annual Convention. The President shall appoint
all necessary committees and perform such other duties as are usually incident
to the office.
Section 2. Vice President.
The
Vice President shall preside in the absence or disability of the President.
The duties of the Vice President shall be such as may be assigned by the
President.
Section 3. Secretary.
The
Secretary shall keep a record of the proceedings of the Board of Directors
and the Executive Committee, of annual meetings of the Association, and
of all other matters of which a record shall be ordered by the President,
the Board of Directors, the Executive Committee or the Association. The
Secretary shall perform such other duties as may be assigned by the Constitution
and By-Laws of the Association, the President, the Executive Committee
and the Board of Directors, and shall perform such other duties as are
usually incident to the office.
Section 4. Treasurer.
The
Treasurer shall collect and disburse all funds of the Association and be
the custodian of such funds. The Treasurer shall keep regular accounts
on the Association's fiscal year basis in the books belonging to the Association.
The Treasurer shall make annual reports at each National Convention upon
the condition of the Treasury and at such other times as shall be required
by the Board of Directors or by the President. The Treasurer shall perform
such other duties as may be assigned by the Constitution and the By-Laws
of the Association, and shall perform such other duties as are usually
incident to the office. |
Article
II - Board of Directors and Executive Committee
Section 1. Board Meetings.
The
Board of Directors shall meet at such times and places as shall be designated
by the President. Alternatively, the Board of Directors may conduct its
affairs by telephone conferences and/or written or electronic communications.
The Secretary shall call a special meeting upon the request of five (5)
or more members of the Board. The Secretary shall notify all directors
of each meeting in advance.
Section 2. Quorum. Seven
(7) Directors or Alternates present shall constitute a quorum of the Board
of Directors. Alternates counted for a quorum shall not exceed two. If
a quorum is present for a meeting, decisions of the Board made by majority
vote including absentee ballots shall be binding. If the number of members
present is less than required for a quorum, the meeting may be held and
business conducted as if a quorum were present, but no actions shall be
binding until ratified by a majority of the entire Board of Directors obtained
by recorded ballot.
Section 3. Executive Committee
Meetings. The Executive Committee may meet for the conduct of the affairs
of the Association at times and places that are mutually agreeable to is
members. Alternatively, the Executive Committee may conduct its affairs
by telephone conferences and/or written or electronic communications. Actions
taken by the Executive Committee shall be consistent with the consensus
of all its members. A written report of actions taken shall be provided
to the Secretary for distribution to the Board of Directors.
Section 4. Alternates
and Proxy. A Director unable to attend a Board meeting may appoint
an alternate to attend that meeting. An alternate may vote on any matter
brought to vote during the meeting provided the alternate is a member in
good standing of the Association and provided a signed written proxy assignment
to the alternate is in the hands of the Secretary of the Association prior
to the meeting.
Section 5. Absentee Ballot.
A
Director who is to be absent from a Board meeting and is not represented
by an alternate may vote by written absentee ballot on questions posed
by the meeting agenda. Only absentee ballots that are in the hands of the
Secretary of the Association prior to the meeting shall be counted.
Section 6. Removal. A
Director may be removed from office for lack of participation in the affairs
of the Board after a hearing by the Board and upon an affirmative vote
of two-thirds (2/3) of the elected members of the Board of Directors. An
appointed Director may be removed from office for lack of participation
in the affairs of the Board after a hearing by the Board and upon an affirmative
vote of two-thirds (2/3) of all members of the Board of Directors. |
Article
III - Standing Committees
Section 1. Authorized
Committees.The Standing Committees of the Association shall be as follows:
Audit Committee, Awards Committee,
Constitution Committee, Convention Committee, Historical Committee, Journal
Committee, Loran Technology and Applications Committee, Membership Committee,
Newsletter Committee, and the Nominating and Election Committee.
Except for the duties and
responsibilities of the Audit Committee, the President, with the approval
of a majority of the Board of Directors, may assign some or all
of the functions of one or more of these committees to an Operations Center,
which may be established to serve the administrative needs of the Association.
Such a Center shall be accountable to the Executive Committee, and any
costs incurred shall be accounted for as required for any other Association
expenditures.
The Operations Center may
be staffed by (an) independent contractor(s), who need not be Association
members.
Section 2. Chairs of Standing
Committees. The President shall appoint annually the Chair of each
committee from members in good standing. Members of the Board of Directors
should be selected for Chairs of committees where they can be effective;
however, their selection is not mandatory unless specifically required
by these By-Laws.
Section 3. Meetings. Each
Standing Committee shall hold meetings at such times as may be specified,
after due notice to its members, by its Chair, by the President of the
Association or upon the written request of a majority of its members. Alternatively,
the Standing Committees may conduct their affairs by telephone and/or written
or electronic communications. Committee actions shall be consistent with
the consensus of all its members unless member participation is prevented
by abnormal circumstances.
Section 4. Reports. Each
Standing Committee shall keep a record of its proceedings and shall make
a written report of its activities to the Secretary of the Association.
Section 5. Removal. Any
member of a Standing Committee may be removed from office by the Committee
Chair with the concurrence of the President, or by the written request
of two-thirds (2/3) of the committee members.
Section 6. Duties. Each
Standing Committee shall be charged with the duties assigned to it by the
Constitution and By-Laws of the Association or by the President or Board
of Directors and shall perform such other duties as usually incident to
committees of its particular function. Any question which may arise as
to the jurisdiction of a Committee shall be determined by the President.
Section 7. Appropriations.
The
Chair of any Committee may make application to the Board of Directors or
the Executive Committee for appropriation of funds for the work of such
committee. No Committee shall have authority to incur any indebtedness
or pecuniary obligation for which the Association shall be responsible
except to the extent previously authorized by the Board of directors or
by the Executive Committee. |
Article
IV - Nominating and Election Committee
Section 1. Chair.
The Chair shall be a member of the Board of Directors.
Section 2. Membership.
The
Chair shall appoint not fewer than two (2) nor more than six (6) members
of the Association to serve on the Committee.
Section 3. Nominations.
Nomination
to any office to become vacant may be communicated to the Committee in
writing by any member of the Association, provided it is accompanied by
a short biographical sketch of the person to be nominated, suitable for
release to the general membership and a complete but concise justification
for nomination.
Section 4. Selection.
a. The Nominating and Election
Committee shall solicit and review all nominations and shall select at
least one (1) candidate for President, and at least one more candidate
than the number of vacancies for the Board of Directors.
b. The Chair of the Committee
shall submit the nominations to the President of the Association for Board
of Directors action not later than 1 April of each year.
c. The Board of Directors
shall review the nominations of the Committee and may add or delete candidates.
The Board of Directors shall approve a slate of candidates, and the Committee
Chair shall prepare and distribute ballots to all members other than Honorary
Members regardless of standing.
Section 5. Elections.
a. Ballots shall allow write-in
votes for all offices. Ballots shall be mailed to the membership between
the first (1) and thirty-first (31) of May and only those ballots received
in the Association mail box by 1400 on the thirtieth (30) of June from
members in good standing at the time of receipt shall be counted. Ballots
shall be returned in the ballot envelopes provided, and they shall not
be opened prior to close of the election on thirty (30) June, and then
only at such time and place as there are at least three (3) members of
the Nominating and Election Committee present, including the Committee
Chair.
b. Results of the election
shall be provided to the Secretary of the Association not later than fifteen
(15) July. Results shall show each candidate and the number of votes received.
The results shall be certified by the Committee members present for the
counting.
c. The Nominating and Elections
Committee shall establish the validity of ballots and shall exercise the
discretion necessary to resolve voting discrepancies. Offices shall be
filled by candidates who are selected in succession from the start of a
list of candidates ranked in order of decreasing number of votes received.
d. Tie votes for the office
of President or for the last Director's position to be filled shall be
resolved by the Board of Directors.
e. Immediately after counting,
the ballots shall be delivered to the Secretary. The ballots shall remain
in the Secretary's jurisdiction for possible recount until after the next
Annual Convention, at which time they shall be destroyed. |
Article
V - Audit Committee
Section 1. Chair.
The Chair shall be a member of the Association who is not an Officer or
a Director of the Association.
Section 2. Membership.
The
Chair shall appoint two (2) members of the Association who are neither
Officers nor Directors to serve on the Committee.
Section 3. Duties. The
Audit Committee shall audit the accounts of the Association during the
last two weeks of August. The Chair shall submit a written report of the
committee findings to the Board of Directors prior to the Annual Convention.
After approval by the Board of Directors, this report shall be distributed
to the membership. |
Article
VI - Convention Committee
Section 1. Chair.
The Chair shall be a member of the Association.
Section 2. Membership.
The
Chair shall appoint not fewer than two (2) nor more than six (6) members
of the Association to serve on the Committee.
Section 3. Duties. The
Convention Committee shall plan and conduct an Annual Convention, normally
in September, October or November of each calendar year at a place and
date approved by the Board of Directors. Installation of all officers shall
take place at this Convention. |
Article
VII - Membership Fees and Dues (amended by
Board action April, 2000)
Section 1. Fees and Dues.Fees
and dues shall be paid on the following basis:
a. Initiation fee shall be
as follows:
(1) Regular $
20.00
(2) Associate $
20.00
b. Annual dues shall be as follows:
(1) Regular $
50.00
(2) Associate $
150.00
(3) Corporate Class 1 $
500.00
(4) Corporate Class 2 $
250.00
c. Honorary members shall be
exempt from all fees and dues.
d. Life membership fee shall
be $ 300.00.
e. Annual dues and fees shall
be payable on 1 January.
f. An initiation fee paid
after September 1 shall also cover dues for the next calendar year.
Section 2. Nonpayment.
Any
member whose annual dues are unpaid on 1 April shall be considered in poor
standing until the dues are paid. If dues are not paid by 1 September,
the member shall be suspended for a period of 16 months during which time
payment of two (2) years dues will restore membership for the 16-month
period. Following an increase in annual dues, all back dues shall be paid
at the new rate. |
Article
VIII - Amendments
Section 1. The By-Laws
may be amended with the concurrence of two-thirds of the members of the
Board of Directors.
Section 2. Members
of the Board shall be provided a copy of all proposed changes and given
thirty (30) days after date of mailing to respond. Yeas and Nays shall
be recorded by the Secretary, including each member's vote. |
Article
IX - Awards Committee
Section 1. Chair.
The Chair shall be a member of the Association.
Section 2. Membership.
The
Chair shall appoint not fewer than two (2) nor more than six (6) members
of the Association to serve on the Committee.
Section 3. Duties. The
Awards Committee shall be responsible for administering the Awards Program
of the Association in accordance with the Constitution and By-Laws. The
Committee shall prepare a report identifying the suggested nominees for
the authorized awards and describing their qualifications for receiving
the awards. After approval of the nominees by the Board of Directors, citations
are prepared and the awards are presented at the Annual Meeting. |
Article
X - Constitution Committee
Section 1. Chair.
The Chair shall be a member of the Association.
Section 2. Membership.
The
Chair shall appoint not fewer than two (2) nor more than six (6) members
of the Association to serve on the Committee.
Section 3. Duties. The
Constitution Committee shall be responsible for proper preparation and
administration of proposed changes to the Constitution for presentation
to the membership, and proposed changes to the By-Laws for presentation
to the Board of Directors. Further, the Constitution Committee shall prepare
a report detailing procedures for forming Regional Clubs and providing
a sample club Charter and Constitution. After approval by the Board of
Directors, this report shall be provided, on request, to members interested
in forming a Regional Club. |
Article
XI - Awards
Section 1. The following
awards are authorized to further the aims and purposes of the International
Loran Association. The awards shall be presented at the Annual Convention.
[Amend. 8/24/2000]
Medal of Merit:
To be awarded to a person
or persons for a particular contribution of outstanding value to the development
or fostering of loran. This award shall normally be given only after the
exceptional nature of the contribution is clearly recognized.
Best Paper Award:
To be awarded to a person
or persons for the best paper published on any aspect of loran. The field
of consideration shall be:
a. Papers published by member(s)
or non-member(s) in publications of the International Loran Association.
b. Papers published by member(s)
in other publications.
Student Paper Award: [Amend/
8/24/2000]
William L. Polhemus Student
Paper Award:
This Award is given in commemoration
of the life and work of William L. Polhemus, and in recognition of the
importance of young people to the continued growth and refinement of navigation
skills and tools incorporating Loran radio navigation, location or timing
concepts. The paper shall be primarily the work of a student or students
currently studying for an academic degree at a recognized educational institution.
Co-authorship with an advisor
or other professional in no way excludes a paper from consideration, but
the Committee may inquire as to the student's specific contributions to
the paper.
The award carries a stipend
of 200 U.S. dollars, which will be divided equally should the paper be
the work of multiple student authors.
Service Award:
This award will be given
to persons who distinguish themselves by service to the International Loran
Association.
President's Award:
To be awarded to the person,
persons, or organization as designated by the President. |
Article
XII - Regional Clubs
Section 1. Regional
Clubs may be chartered by the Board of Directors to further the aims and
purposes of the Association.
Section 2. The area
of jurisdiction for each club shall be appropriately designated. All Association
members in the designated jurisdiction shall be eligible for club membership.
Section 3. Members
who desire to form a club shall make application for a charter to the Constitution
Committee in accordance with the current procedures established by the
Committee. The Chair of the Constitution Committee shall forward the application
and proposed Club constitution with the Committee's recommendations to
the Board of Directors for action. When approved by the Board of Directors,
the President of the Association shall issue the Charter. The Charter shall
be retained by the Club until such time as the Club may become inactive,
at which time the Charter shall be returned to the Association.
Section 4. Each Regional
Club shall upon issue of the Charter be provided with funds from the Association
in the amount of $1.00 per Club member for the purpose of partially defraying
the Club operating expenses. Such funds shall be provided to each active
Regional Club on April 1 upon application to and certification by the Membership
Committee of the Association as to the current status of membership. |
Article
XIII - Radionavigation Journal
Section 1. Purpose.
To provide to the membership of the Association and to the loran community
at large a compendium of current Association and loran information and
related topics. It is intended that the Journal will be updated and published
annually, closely following the annual elections (approximately July of
each year), to provide to the membership an annual report of the significant
activities, accomplishments, and objectives of the Association. It is further
intended that the Journal will serve the interest of the loran community
by providing a compendium of loran information and reference data deemed
to be of interest to the community at large.
Section 2. Journal Committee.
The
Journal Committee shall be constituted to effect the compilation, editing,
and publication of the Journal. The President of the Association shall
annually appoint the Editor of the Journal, who will serve as Chair of
the Committee. The Editor shall appoint not fewer than two (2) nor more
than six (6) members of the Association to serve on the Committee.
Section 3. Finance. The
Journal is intended to be financially self-supporting through the sale
of advertising space and copies of the Journal to the loran community at
large. The Editor of the Journal may make application for the funds necessary
to publish a specific issue of the Journal in accordance with By-Laws Article
III, Section 7.
Section 4. Contents. Prior
to final editing and publication, the Chair of the Committee shall submit
to the Executive Committee for approval a detailed listing of the contents
of the forthcoming issue.
Section 5. Distribution.
At
publication, a copy of the Journal shall be provided to each member of
the Association at no cost. copies shall be made available for sale to
the loran community at large at prices to be determined by the Chair of
the Committee and approved by the Executive Committee or Board of Directors. |
Article
XIV - Historical Committee
Section 1. Chair. The
Chair shall be a member of the Association.
Section 2. Membership.
The
Chair shall appoint not fewer than two (2) nor more than six (6) members
of the Association to serve on the Committee.
Section 3. Duties. The
Historical Committee shall be responsible for recording the history of
loran and the history of the Association. After initially preparing a historical
manuscript of loran from its beginning to the current calendar year, the
manuscript shall be appended annually to record the significant events
of the previous year. This same procedure shall be used to record the history
of the Association. After approval by the Board of Directors, the manuscript
shall be published by the Journal Committee. The Committee shall prepare
a report describing the procedures to be used for gathering historical
information. After approval by the Board of Directors, this report shall
be distributed to the membership. |
Article
XV - Membership Committee
Section 1. Chair.
The Chair shall be a member of the Association.
Section 2. Membership.
The
Chair shall appoint not fewer than two (2) nor more than six (6) members
of the Association to serve on the Committee.
Section 3. Duties. The
Membership Committee shall be responsible for administering the membership
records and affairs of the Association in accordance with the Constitution
and By-Laws. The Committee shall review membership applications and provide
recommendations to the Board of Directors regarding acceptance. The Committee
shall administer the collection of membership dues and shall forward the
payments received to the Treasurer. The Committee shall maintain records
of current membership including mailing address, type of membership, dues
status, and such other considerations as may affect good standing in the
Association. |
Article
XVI - Finances
Section 1. Fiscal Year.
The
fiscal year of the Association shall start on the first (1) of October. |
Article
XVII - Newsletter
Section 1. Purpose.
To provide to the membership of the International Loran Association a means
of frequent communications covering information pertinent to the activities
of the Association, the Board of Directors, the individual members and
the loran community at large. It is intended that the Newsletter will complement
the Radio-navigation Journal and be published at quarterly intervals as
a minimum and monthly as a maximum.
Section 2. Newsletter
Committee. The Newsletter Committee shall be constituted to effect
the compilation, editing, and publication of the Newsletter. The President
of the Association shall annually appoint the Editor of the Newsletter,
who will serve as Chair of the Committee. The Chair shall appoint not fewer
than two (2) nor more than six (6) members of the Association to serve
on the Committee.
Section 3. Finance. The
Newsletter is not intended to be financially self-supporting, and will
be supported from the general funds of the Association as a service to
the membership. The sale of advertising space is permitted to defray expenses.
Section 4. Distribution.
At
publication, a copy of the Newsletter shall be provided to each member
of the Association at no cost. |
Article
XVIII - Terms of Office
Section 1. Definitions.
A one (1) year term of office is deemed to start with completion of the
installation ceremony at the Annual Convention and extend to this same
event at the next Annual Convention. Multiyear terms of office are multiples
of a one (1) year term according to this definition.
Section 2. Vacancies.
a. Officers. Vacancies occurring
among elected or appointed officers shall be filled in accordance with
Article VI of the Constitution for the period remaining of the one (1)
year term of office.
b. Directors. Under Article
VI, Section 4 of the Constitution, four (4) of the twelve (12) elected
Directors are to be elected each year for three (3) year terms of office.
(1) In the event that an
elected Director, at the beginning or during the three (3) year term of
office is elected to serve as President, or is serving as Immediate Past
President, the term of office as Director shall be considered vacant for
the period of service as President or Immediate Past President and shall
be filled for this period only in accordance with Article VI, Section 6
of the Constitution. Upon completion of duties as President or Immediate
Past President, the unexpired portion, if any, of the three (3) year term
as an elected Director shall be resumed.
(2) In the event that an
elected Director resigns at any time during the term of office, the unexpired
portion shall be filled in accordance with Article VI, Section 6 of the
Constitution.
(3) In the event that an
elected Director notifies the Board of the inability to serve during any
specific portion of the term of office, the term shall be filled for this
period only in accordance with Article VI, Section 6 of the Constitution,
and the elected Director shall resume the unexpired portion, if any, of
the term at the end of the specified period.
|
Article
XIX - Loran Technology and Applications Committee
Section 1. Chair.
The Chair shall be a member of the Association.
Section 2. Membership.
The
Chair shall appoint not fewer than two (2) nor more than six (6) members
of the Association to serve on the Committee.
Section 3. Duties. The
Loran Technology and Applications Committee shall be responsible for providing
technical oversight of loran technology and applications. The Committee
shall take cognizance of loran technical issues and report them to the
Board for action and direction. The work of this committee should be directed
toward preserving the integrity of loran, identifying future improvements,
and facilitating the passing of loran experience and technical knowledge
to the next generation. |
| End |