Revised: May 3rd, 2010
CHARTER OF THE
MID-MICHIGAN SECTION OF THE
The name of this organization is the Mid-Michigan Section of the American Institute of Chemical Engineers (herein-after called the Section).
The purposes of the Section, a nonprofit scientific, educational, and charitable organization, are the furtherance of the aims and purposes of the American Institute of Chemical Engineers (the national AIChE) and the advancement of the science and practice of chemical engineering and of related disciplines including chemistry and mechanical engineering through (i) the education of members and nonmembers in chemical engineering principles and practices, (ii) career guidance and financial assistance to students in the study of science and engineering, and (iii) encouragement of research and development for the advancement of the science and practice of chemical engineering for the benefit of society.
Section 1. All matters properly brought in question shall be decided by a majority of the votes cast, except in cases where the Charter or Bylaws provide specific requirements.
Section 2. In the case of any question concerning the interpretation of any portion of the Charter or Bylaws, the decision of the Executive Committee of the Section shall be final unless it is superseded by a decision of the Board of Directors of the national AIChE or their designee.
Section 3. The Section shall not be held responsible for unauthorized opinions of its members, no matter how or where expressed.
Section 4. The Section does not consent to the use of its name for any purpose other than the objectives stated in the Charter.
The area from which the Mid-Michigan Section draws its members shall include but is not limited to the following counties within the State of Michigan: Arenac, Bay, Clare, Genesee, Gladwin, Gratiot, Huron, Isabella, Mecosta, Midland, Osceola, Sanilac, Saginaw, and Tuscola.
Section 1. Upon the dissolution of the Section, any assets remaining thereafter shall be conveyed to the national AIChE.
Section 2. In the event that the national AIChE is not then in existence or is not then exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or under such successor provision of the Code as may be in effect at such time, the assets shall be conveyed to an organization dedicated to the perpetuation of objectives similar to those of the national AIChE and exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 as amended or under such successor provision of the Code as may be in effect at such time.
Section 1. The Regular Membership of the Section shall include any member of the national AIChE, independent of grade, who makes application for membership in the Mid-Michigan Section.
Section 2. A person who is not a member of the national AIChE may become a Regular Member of the Section, providing the applicant can qualify for membership as judged by the Mid-Michigan Section Executive Committee and for a period not to exceed two years before attaining membership at any grade in the national AIChE. Nothing in the Bylaws shall be construed to prevent Regular Members from bringing non-member guests to meetings of the Regular Members.
Section 3. The Section’s Executive Committee shall have the authority to bestow upon certain Regular Members of the Mid-Michigan Section a lifetime Honorary Membership in the Mid-Michigan Section in recognition of extraordinary service to the Mid-Michigan Section and the chemical engineering profession.
Section 1. The dues for all Regular Members of the Section shall be in an amount set by vote of the Executive Committee as described in Article IX, Sections 4 and 5. Dues shall be paid for the year corresponding to the Section’s election cycle and comprising the time from the annual meeting held in April, May, or June to the next annual meeting held the following April, May, or June. For a given year, dues shall be payable by a date designated by the Executive Committee, normally by January 1. Members who have not paid their annual dues by that deadline shall be considered in arrears and shall be dropped from the rolls if such payment is not made prior to April 30th of that year. Any member so dropped may apply for readmission as described in Article VI.
Section 2. Honorary Members of the Mid-Michigan Section shall be exempt from paying dues to the Section.
Section 3. Student Members of the national AIChE shall not be required to pay dues to the Section.
Section 4. Unemployed Members who are actively seeking employment shall not be required to pay dues to the Section.
Section 1. The officers of the Section shall be comprised of a Chair, Chair-Elect, Secretary, Treasurer, Past-Chair, and three members designated as Directors of the Section, all of whom shall be Associate Members, Members, Senior Members, or Fellows of the national AIChE.
Section 2. The term of office for all elective offices shall be from adjournment of the annual meeting held in April, May, or June to the next annual meeting the following April, May, or June.
Section 3. After completing a term in office, the Chair-Elect shall automatically succeed to the position of Chair, and the retiring Chair shall automatically succeed to the position of Past-Chair.
Section 4. The Chair, or in his or her absence the Past-Chair, or in his or her absence the Chair-Elect, or in his or her absence the Secretary, or in his or her absence the Treasurer, shall preside at all Executive Committee meetings and all meetings of the Regular Membership.
Section 5. The Secretary shall keep a record of the proceedings of the Section. Additionally, he or she shall communicate with the Regular Membership any business items requiring their participation including specific notice of any elections or solicitation for nominations for candidates to run for election. At the annual meeting, he or she shall make an annual report of the Section’s activities for the period of approximately one year since the previous annual meeting. A copy of the annual report combined with a financial report shall be promptly forwarded to the national AIChE.
Section 6. The Treasurer shall be charged with the collection and disbursement of funds as authorized by the Executive Committee. The Treasurer shall maintain the financial records and present a brief summary of the account balances at the Executive Committee meetings. The Treasurer shall also prepare a written report of the Section financial activities for the period of approximately one year since the previous annual meeting to be included in the annual report to the Regular Members. Prior to the transfer of responsibility to the newly elected Treasurer, the financial records shall be examined by a qualified person, who shall be appointed by the Section Chair and approved by the Executive Committee.
Section 7. The Directors of the Section shall participate in the business activities of the Executive Committee as full voting members elected by the Regular Members in the annual election cycle.
Section 1. The Executive Committee shall be charged with conducting the business of the Section. The voting members of the Executive Committee shall be the Chair, Chair-Elect, Secretary, Treasurer, the Directors of the Section, and the Past-Chair, plus any Regular Member appointed by the Executive Committee to fill a vacancy in one of the elected offices on a temporary “pro tem” basis as described in Article X, Sections 4 and 6. The Chair of the Section shall serve as the Chair of the Executive Committee. In his or her absence the Past-Chair, or in his or her absence the Chair-Elect, or in his or her absence the Secretary, or in his or her absence the Treasurer shall preside at Executive Committee meetings.
Section 2. No more than ten (10) Regular Members shall be appointed by the voting Executive Committee members to participate in Executive Committee meetings as non-voting members. The non-voting members normally will chair other committees designated by the voting members of the Executive Committee.
Section 3. The Executive Committee shall meet at the call of the Chair of the Section or at the request of any two voting members of the Executive Committee. Notice of such meetings shall be sent to all the voting and non-voting members of the Executive Committee.
Section 4. A vote of the Executive Committee shall be decided by a majority of the votes cast, provided that a quorum is established by the casting of votes by at least four voting members, either in person or by telephone, including at least one person holding the position of Chair, Chair pro tem, Past-Chair, Chair-Elect, Vice Chair pro tem, Secretary, or Secretary pro tem.
Section 5. The provision for a quorum as defined in Section 4 shall be waived in the event that the Chair or Secretary provides a detailed explanation of the question to be decided in advance of the Executive Committee meeting at which a vote is to be taken. Such explanation shall be given in a notice distributed to all voting and non-voting members of the Executive Committee at least one week prior to the designated meeting time. In the event that a voting member cannot attend the designated meeting in person or by telephone, that person may communicate their vote to the Chair or the Secretary or their designee in advance of the meeting by e-mail or in writing. The vote shall then be decided at the meeting by a majority of the votes cast including any votes submitted in advance.
Section 6. Upon the request of any member of the Section, a brief summary of the proceedings of an Executive Committee Meeting shall be made available to that person in writing within two weeks of the request.
Section 7. The Nominating Committee shall be charged with preparing a slate of candidates for the annual election of officers. The Section Chair shall serve as the chair of the Nominating Committee and shall select four other Regular Members to serve with him or her. If desired, the Chair may elect to delegate the role of Chair of the Nominating Committee to a Regular Member.
Section 1. The Nominating Committee shall draw up a slate of candidates for the elective offices described in Article VIII to be presented to the Regular Membership at least one month prior to the annual meeting in April, May, or June, not to exceed a period of three months prior to the annual meeting. The Nominating Committee should endeavor to identify at least one nominee for the position of Chair in the event that the Chair-Elect is unable to succeed to the office of Chair or the Chair-Elect position has gone unfilled, and at least one nominee for all other elective offices, all of whom have agreed to serve if elected. The Nominating Committee shall work with the Secretary to notify the Regular Membership that nominations are being considered and to solicit names of candidates. Notice shall be given of a period of at least three weeks when nominations can be received (the nominating period). The slate of nominees shall consist of candidates identified by the Nominating Committee, plus any nominations submitted by a Regular Member in a communication to the Secretary and the Chair of the Nominating Committee or their designee at some time during the nominating period. All Regular Members of the Section shall be allowed to make such a nomination and to vote for Section Officers. Voting shall be by ballot, distributed to all members of the Section by the Secretary. Distribution may be made by e-mail or via a website or through the postal service.
Section 2. The Nominating Committee Chair shall receive all ballots. The Nominating Committee shall check the ballots for validity using an official membership list provided by the Section Secretary. Election shall be given to the candidate receiving a majority of the votes cast. A tie vote for any office shall be broken by a majority vote of the Nominating Committee members. After the annual election, the Section Secretary shall forward the names of the newly elected officers to the Secretary of the national AIChE.
Section 3. No member shall be eligible for election to more than one office at any one time.
Section 4. In the event that a suitable nominee cannot be found for an office position, or a vacancy occurs in an elected office, then that position may be temporarily filled by the Executive Committee until such time as a suitable candidate is identified and elected in the next election cycle, and at any time during the year prior to the next election cycle. The title given the holder of an office position filled in this way shall include the descriptor “pro tem” to indicate that this person temporarily serves the Section in fulfilling the duties of the office at the discretion of the Executive Committee – until the next regular election cycle is held and without automatic succession to the office in the next election cycle. The Executive Committee may revoke the appointment of any pro tem office holder at any time. In the event that the office of Chair-Elect has not been filled or becomes vacant, the appointee shall be known as Vice-Chair pro tem.
Section 5. In the event that the office of Chair-Elect or Vice-Chair pro tem has not been filled prior to an election, the incumbent Chair does not automatically succeed to a second term as Chair but may run for re-election as Chair.
Section 6. As provided in Article VIII, all elected officers shall officially assume their duties following adjournment of the annual meeting in April, May, or June and hold the office until the next annual meeting the following April, May, or June. Should a vacancy occur in any office for any reason, the Executive Committee may appoint a Regular Member of the Section to temporarily fill that office as described in Section 4. Should the vacancy be in the office of Chair, the appointee shall be known as Chair pro tem, and will not succeed to the office of Chair or Past-Chair for the next term unless so elected under the provisions of Sections 1 – 5. An office holder may resign their position prior to the end of their term by notifying the Executive Committee in writing, at which time the Executive Committee may begin a search for a temporary successor.
Section 1. There shall be at least four meetings of the Section each year, one of which shall be the Annual Meeting, to be held in April, May, or June. The Executive Committee shall meet as described in Article IX.
Section 2. The business of the Section requiring approval of the Regular Membership, other than the election of officers or the approval or rejection of proposed amendments to the Bylaws, may be decided at a meeting of at least 5% of the Regular Members, or by ballot sent to the Regular Membership by the Secretary as ordered by the Executive Committee. In the event of a ballot sent to the Regular Membership, the requirement for participation by at least 5% of the Regular Membership shall be waived. Ballots may be distributed by e-mail or via a website or through the postal service.
The business of the Section shall be transacted in a manner consistent with the guidelines given in the book "The Modern Rules of Order" by Donald A. Tortorice, published by the American Bar Association (3rd Edition, 2007).
Section 1. All provisions of this Charter shall be subject to alteration or repeal and new provisions not inconsistent with the Constitution of the national AIChE or any provision of law may be made by vote of the Regular Membership. Approval of any amendments shall require affirmation by a two-thirds majority of the votes cast, with at least 25% of the Regular Membership casting votes. Voting ballots, along with the complete text of proposed changes to the bylaws, shall be distributed to the Regular Members by the Secretary following review and approval to do so by the Executive Committee. Proposed changes and ballots may be distributed in electronic form via e-mail or a website or by letter through the postal service. Ballots shall be received by and tabulated by the Secretary. The Secretary shall review the voting results with the Executive Committee members and record a summary of the final results. The Chair or his or her designee shall report the results to the Regular Members soon after they have been finalized and at the annual meeting.Section 2. All amendments to the provisions of this Charter shall be subject to approval by the Board of Directors of the national AIChE or their designee.