Constitution By-Laws, Rules & Procedures Manual, v.2003A

BOARD OF DIRECTORS

1. The new Board will be called The Board of Directors (BOD), rather than the Board of Trustees. The Board of Directors will be elected at large by the Society membership. The Board will represent the Society as a whole, which means all constituencies including not only Divisions and Classes, but other areas, e.g. manufacturing, academia, R&D, engineering, international, et al.

2. A slate of 5-7 nominees for the Board of Directors will be recommended by a Nominating Committee and approved by the Board of Directors.

3. The Constitution (Bylaw VI.4) already provides for additional nominations by written petition from the members. A petition signed by 100 voting members, who collectively represent at least half of the Divisions, may nominate additional candidates for one or more of the membership-elected positions.

4. The membership will normally elect three Board members, from the proposed list of nominees.

NOMINATING COMMITTEE

1. The Nominating Committee shall be a seven-member committee chaired by the Immediate Past President with six members elected by the Board of Directors for two-year terms. The Nominating Committee will consist of two members of the Nominating Committee with Board experience and four members with no Board experience. Members of the Nominating Committee shall not serve more than one consecutive full term. The Nominating Committee will select candidates for President-Elect, Treasurer, Board of Directors and succeeding Nominating Committee members (Constitution article VI). This slate must be approved by the sitting Board before being submitted to the membership (Bylaw VI.2.d).

2. To insure such inclusive representation on the Board, procedure mechanisms are being included. The structure of the Nominating Committee itself (refer to Bylaw VI.1) will be broad based to include four members who have never served on the Board, plus the immediate Past President and two members who have served on the Board. The purpose is to emphasize the broad-based membership representation. Furthermore, the Committee is charged in Bylaw VI.2.d. to "structure the Board of Directors' composition to be representative of Society diverse interests."

3. In addition to individual Society members, Divisions, and Classes, other groups are encouraged to recommend candidates for the Board and Officers to the Nominating Committee.

EXECUTIVE COMMITTEE

The current Executive Committee consists of the President, President-Elect, Treasurer, Immediate Past President, two Board Members, two Vice Presidents and the Executive Director. It has powers that virtually duplicate those of the Board. The new Executive Committee will consist only of the President, President-Elect, Immediate Past President, Treasure and Executive Director. The duties of the new Executive Committee will be to monitor Society operations and the progress of the strategic plan, plus implementation of the directives from the Board.

TREASURER

The BOD will elect the Treasurer, in the new governance system, for a two-year term rather than one. The new Treasurer position will not automatically be in line to become President. The BOD feels that the new Treasurer will need to concentrate on the future revenue projections for the Society to insure the viability to carry out the membership needs. Therefore, the person chosen to be Treasurer will be expected to have some experience in financial management.

COMMUNICATIONS BETWEEN THE BOD/CLASSES/DIVISIONS/MEMBERS

The Board recognizes that under this new governance system, more direct and intensive means of communication between the BOD and its many constituencies will be necessary. As a result, the Board took the following actions:

1. The BOD will meet at least annually with the Officers of Divisions and Classes to discuss their issues and concerns, as well as to communicate the directives of the Board.

2. A member survey will be conducted on an annual basis to determine member needs and concerns. The results of this survey will provide information for setting future directions and programs to address the needs of the membership, and will be shared with the Board, Divisions and Classes.

3. The BOD will meet at least three times a year and its meetings will always be open to any member who wishes to attend to discuss any issue and need.


Constitution By-Laws Rules & Procedures Manual, v.2003A