CONSTITUTION

of the

DAYTON CHAPTER

ASM INTERNATIONAL

Section 1 - NAME

The name of this chapter of ASM International, hereinafter referred to as The Society, shall be The Dayton Chapter, ASM International, hereinafter referred to as The Chapter.

Section 2 - PURPOSE

The Chapter is formed for the exclusive purpose of advancing, within its own geographical region, engineering, scientific, technical and practical knowledge, particularly with respect to the manufacture, selection, treatment and use of engineered materials, through education, research and the compilation and dissemination of information useful to individuals, industry and beneficial to the general public.

Section 1 - CHARTER

The Chapter shall operate only under the Charter granted it by The Society, giving it authority to carry on the work of The Society, subject to the rights, privileges, and obligations provided for in the Constitution and The Rules for the Government of The Society, hereinafter called The Rules.

Section 2 - LIMITATIONS

If The Chapter should return its Charter to The Society for any reason, or should have its Charter revoked, the affairs of The Chapter shall be terminated immediately under the supervision of The Board of Trustees of The Society, and all funds or other property remaining after payment of the debts and obligations of The Chapter shall be transferred to and paid to The Society.

Section 1 - MEMBERSHIP

The members of The Chapter shall be those meeting the requirements of The Society who have been assigned to it, either at their own request or by The Society for geographical reasons. Classes of membership and qualifications for membership shall conform to those stipulated in The Rules.

Section 2 - EQUAL RIGHTS

There shall be no bar to membership in The Chapter because of race, creed, color, sex, citizenship, or country of origin.

Section 3 - CORPORATE MEMBERS (Sustaining members)

Each corporate member shall designate an individual to represent it, and such individual shall be entitled to cast one vote for each firm or corporation represented in all matters of The Chapter. The application for membership of such firm or corporation shall contain the name of the individual designated to represent it, and such designation shall continue in force until another representative is designated in writing by such firm or corporation.

Section 1 - TIME AND PLACE

The meetings of The Chapter shall be held periodically at such times and places as designated by the Executive Committee.

Section 2 - ANNUAL BUSINESS MEETING

The Annual Business Meeting of The Chapter and counting of ballots for the election of officers and members of the Executive Committee shall normally be held as a part of the last meeting of the operating year. The Annual Business Meeting should be held prior to the first day of June each year. The Chapter Year shall begin on the day following the annual meeting and conclude at the next Annual Business Meeting.

Section 3 - NOTICE OF MEETINGS

Advance notice of each meeting of The Chapter, stating the time, place and purpose of the meeting, shall be communicated to each member of The Chapter, at the address on record with The Chapter.

Section 4 - VOTING AND REPRESENTATION

Each member of The Chapter shall be entitled to cast one vote on all questions arising at any business meeting of The Chapter. Corporate members shall have their vote cast by their designated representative as specified in Article III, Section 3.

Section 5 - QUORUM

The body of members in good standing, present at any business meeting, shall constitute a quorum for the purpose of transacting the business of The Chapter. The act of a majority of such quorum shall constitute the act of The Chapter.

Section 1 - DESIGNATION

The officers of The Chapter shall consist of a Chairperson, a Treasurer, and a Secretary. Should the Executive Committee deem it necessary, the office of Vice Chairperson can be created at the annual election of offices or by the majority vote of the Executive Committee at any time during the Chapter year. All officers must be members in good standing in The Society.

Section 2 - CHAIRPERSON

The Chairperson shall preside at all meetings of The Chapter and at all meetings of the Executive Committee and shall, in general, act as the chief executive officer of The Chapter, subject at all times to the approval of the Executive Committee, and have such other powers and duties as may be prescribed by the Executive Committee.

Section 3 - TREASURER

The Treasurer shall receive, hold, disburse and account for all funds of The Chapter. The Treasurer shall, at the Annual Business Meeting of The Chapter, report on the financial state of The Chapter which shall include an accounting of the funds received and expended during the preceding year, and such other matters as the Executive Committee may require. The Treasurer shall prepare and send such reports as required by The Society to The Society in the timeframe stipulated by The Society. The Executive Committee may, at its discretion, require that the Treasurer furnish bond to secure the faithful performance in his duties. The cost of any such bond shall be paid from funds of The Chapter.

Section 4 - SECRETARY

The Secretary shall see that minutes are kept of all meetings of The Chapter and the Executive Committee, and shall, in general, perform the usual duties of recording and corresponding secretaries, using whatever assistance is required. The Secretary shall prepare and send reports of each meeting of The Chapter and of the Executive Committee to The Society. These reports shall show attendance, business transacted, and other matters which The Chapter shall deem of interest, or which are requested by The Society. The Secretary shall make a report at the Annual Business Meeting and shall send such report to The Society not later than the last day of June of each year. In the absence of a Vice-Chairperson, the Secretary will assume the duties of the Vice-Chairperson.

Section 5 - VICE-CHAIRPERSON

The Vice-Chairperson shall perform the duties of the Chairperson in the event that the Chairperson is absent or unable to act, and shall have such other powers and duties as the Executive Committee may prescribe.

Section 6 - OFFICER SUCCESSION

It shall be the policy of The Chapter to have officers who are familiar with the desires of the members and the problems and work of the organization. For this reason, officers shall generally be nominated to hold the office of Secretary, and Chairperson in succession. Should the office of Vice-Chairperson exist, the succession shall be Secretary, Vice-Chairperson and Chairperson.

Section 7 - TENURE OF OFFICE

The officers shall be elected by the members of The Chapter at the Annual Business Meeting of The Chapter. They shall assume office the day following the Annual Business Meeting and shall hold office for a term of one year, ending at the next Annual Business Meeting of The Chapter. The office of Treasurer shall be elected by the members of The Chapter at the Annual Business Meeting and shall hold that office for a term up to 3 years. The Treasurer may succeed himself/herself in office.

Section 8 - VACANCY IN OFFICES AND SUCCESSION

The Executive Committee of The Chapter shall consist of at least nine members. The Chairperson, Treasurer, and Secretary of The Chapter shall be members of the Executive Committee by virtue of their offices. All other members of the Executive Committee shall be elected by members of The Chapter, except for the immediate Past-Chairperson of The Chapter who automatically becomes a member of the Executive Committee.

Section 2 - TENURE OF OFFICE OF ELECTED MEMBERS

The members of the Executive Committee shall be elected at the Annual Business Meeting of The Chapter. Positions on the Executive Committee shall carry a term of two years, with three of six positions being filled by election each year. The elected members shall take office on the day following the Annual Business Meeting of their election, and shall hold office through the Annual Business Meeting in the year in which their term of office expires.

Section 3 - SUCCESSION AND VACANCY IN OFFICE

Members of the Executive Committee may succeed themselves. The Executive Committee may, by election, fill any vacancy occurring in its membership. Any member elected to fill a vacancy shall serve through the next Annual Business Meeting, at which time their term shall expire. If the member was elected to fill a term with more than one year remaining, the full year portion of the term shall be awarded to the runner-up candidate for a position on the Executive Committee.

Section 4 - MEETINGS AND QUORUM

Meetings of the Executive Committee shall be held at such times and places as it may designate, and upon such notice as it may prescribe. A majority of the voting members of the Executive Committee shall constitute a quorum at any meeting of the Executive Committee. The act of a majority of the members of the Executive Committee in attendance at any meeting at which a quorum is present shall constitute the act of the Executive Committee.

Section 5 - CREATION OF COMMITTEES

The Executive Committee may create such committees as it may deem advisable, and may determine the number of members and define the powers and duties of any committee created. The Chairperson of each committee shall be appointed to his/her committee office by The Chapter Chairperson. The Chapter Chairperson or the committee chairperson shall appoint members to the committee from The Chapter’s membership. At least one member of each committee shall be a member of the Executive Committee and shall have the responsibility of reporting on the committee’s activities to the Executive Committee. Committee members shall take office immediately upon their appointment, and shall hold office through the next Annual Business Meeting of The Chapter, or for such shorter period of time as may have been prescribed at the time of creating the committee. The Chapter Chairperson and Secretary shall be ex-officio members of all committees.

Section 6 - SPECIAL COMMITTEES

The following committees shall be formed each year. Their makeup and functions shall be as indicated elsewhere in this Constitution.

The Chapter Chairperson and Executive Committee may create committees to suit the needs of the times. To this end, the following list of suggested committee activities is provided:

ADVERTISING - financial goals for support from meeting sponsors and publications advertising.

ADVISORY - counseling and maintenance of traditions.

ARRANGEMENTS - location, menu and other meeting necessities.

ATTENDANCE - encourage meeting reservations and attendance with special efforts made to involve new members.

AWARDS - of all types (local and beyond), also publicizing awards and honors received.

CONFERENCES - participation in regional and national events.

EDUCATION - seminars, courses, plant tours, etc.

ENTERTAINMENT - special social events.

INTRA-SOCIETY - relations and activities with other nearby chapters of The Society, i.e. Cincinnati and Columbus.

INTER-SOCIETY - ASC representation and meetings with other technical societies within the areas served by The Chapter.

LONG RANGE PLANNING - provide long term goals for The Chapter.

MEMBERSHIP AND ROSTER - maintain membership and mailing lists and reconcile with similar lists from The Society.

MISCELLANEOUS - just because.

PROGRAM - prepare for, and arrange the program for the coming year (historically this has been the province of the Vice-Chairperson).

PUBLICATIONS - prepare, edit and publish regular publications and newsletters for distribution to the membership.

PUBLICITY - within and outside The Chapter.

SCHOLARSHIP - selection of scholarship recipients.

STUDENT AFFAIRS - Student’s Night activities.

STUDENT OUTREACH –Student outreach activities.

Section 1 - NOMINATIONS AND NOMINATING COMMITTEE.

2. Nominations may also be made by written petition signed by not less than ten percent (10%) of the members of The Chapter. Said petitions are to be filed with The Chapter Secretary no later than one month prior to the Annual Business Meeting. The Chapter Secretary shall announce all such nominations at the time of the Nominating Committee’s report.
3. Floor nominations may also be made if approved by the majority of the members present at the Chapter meeting.

All nominees shall be members of The Chapter in good standing, and shall have consented to serve, if elected, in the position for which they are nominated. Nominees for the office of Chairperson shall have served not less than two years on the Executive Committee. Nominees for the offices of Secretary and Treasurer shall have served not less than one year on the Executive Committee.

Section 3 - BALLOTS

At least ten business days preceding the Annual Business Meeting, the Secretary shall distribute ballots to each member of The Chapter. The ballots shall contain the names of all nominees and the offices being sought together with appropriate instructions as to the manner of voting.

Section 4 - TELLER’S COMMITTEE AND ELECTION

The Teller’s Committee shall consist of three (3) members of The Chapter, none of whom are candidates for office or members of the Executive Committee, appointed by The Chapter Chairperson and shall serve through one election. Ballots to be counted shall be returned to the Teller’s Committee 48 hours prior to the Annual Business Meeting of The Chapter. The Teller’s Committee shall meet prior to the Annual Business Meeting of The Chapter for the purpose of counting the ballots and shall report the ballot results at The Annual Business Meeting. In the case of a tie vote for any office, the Chairperson of the Teller’s Committee shall conduct a secret ballot vote of the members present at the Annual Business Meeting to break the tie. The candidate for the offices of Chairperson, Treasurer and Secretary receiving the highest number of votes shall be declared elected. The three candidates for membership on the Executive Committee receiving the highest number of votes shall be declared elected. If there are unexpired terms on the Executive Committee, the runner-up candidates for terms on the Executive Committee in order of the number of votes received shall be declared as one year members of the Executive Committee. The Chairperson of the Teller’s Committee shall announce to the Annual Business Meeting the names of all persons elected.

Section 1 - FEES

Fees for all classes of members shall be those stated in The Rules. The Chapter shall impose no additional membership fees.

Section 2 - COMPENSATION OF OFFICERS AND EMPLOYEES

No member of the Executive Committee shall receive compensation for his or her service to The Chapter. The Executive Committee may authorize the payment of reasonable expenses incurred by any officer or employee of The Chapter in the discharge of the duties of his/her office or employment.

Section 3 - DISBURSEMENTS

All checks and other instruments for the disbursement of The Chapter’s funds shall be drawn in the name of The Chapter, and shall be signed by the Treasurer or Chairperson. The Executive Committee shall authorize the expenditure of Chapter funds in excess of $100 in fulfillment of The Chapter’s aims and responsibilities.

Section 4 - FISCAL YEAR

The fiscal year of The Chapter shall begin on the first day of January, and end on the last day of December. The Chapter Year shall begin on the first day of June and end on the last day of May.

Section 5 - AUDITING COMMITTEE

The Auditing Committee shall consist of three (3) Past-Chairpersons of The Chapter appointed by the incumbent Chairperson. It shall audit the accounts of the Treasurer, verify The Chapter’s bank balances, make a physical count of The Chapter’s properties and investments, and approve the Treasurer’s report at the conclusion of the fiscal year. No member of the Executive Committee shall also be a member of the Auditing Committee.

Section 1 - RELATIONSHIPS

Continuing active relationships with Student Chapters of The Society within the areas served by The Chapter shall be encouraged.

Section 2 - EXECUTIVE COMMITTEE SEATING

Each Student Chapter’s Chairperson and Faculty Advisor shall, by virtue of their offices, be invited to and encouraged to participate as members of The Chapter’s Executive Committee. The intention to serve on the Executive Committee as full members must be received by the Executive Committee before the second Executive Committee meeting of the Chapter Year.

This Constitution may be amended or repealed by the affirmative vote of a majority of the members of The Chapter present at any meeting of The Chapter which is called and conducted in accordance with the provisions contained in Article IV. The notice of such meeting shall clearly state that the Constitution is to be amended or repealed, as the case may be and must be distributed to the members at least seven days prior to said meeting. In the case of amendment, such notice shall be accompanied by a copy of the proposed amendment and corresponding section(s) of the current Constitution. The action of The Chapter in amending or repealing the Constitution shall become effective immediately, unless The Chapter at the time of taking such action otherwise provides.

Adopted --- September 13, 2001