Constitution & Bylaws
INVESTMENT CASTING INSTITUTE
CONSTITUTION, ARTICLES OF INCORPORATION
We, the undersigned natural persons of the age of eighteen years or more, at least two of whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Nonprofit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:
The name of the corporation is Investment Casting Institute (the “Corporation” or the “Institute”).
The corporation is a nonprofit corporation.
The period of its duration is perpetual.
The purposes for which this corporation is formed are:
(1) The specific and primary purposes is the promotion of the investment casting industry through the admission to membership of investment casters and suppliers to the industry and others as defined in the By-Laws; the publication, collection and distribution of educational and promotional materials to members and to all interested in the applications of investment castings.
(2) The general purposes and powers are to survey, collect, arrange, and disseminate information relating to the investment casting industry; to purchase, lease, hold, sell, and encumber real and personal property; to seek and acquire members; to do every act lawful for a nonprofit corporation in furtherance of the aforesaid purposes.
(3) Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activity or exercise any power which is not in furtherance of the primary purpose of this corporation.
This corporation is organized pursuant to the Texas Nonprofit Corporation Act and does not contemplate pecuniary gain or profit to the members thereof and is organized for nonprofit purposes.
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is 8521 Clover Meadow Drive, Dallas, Texas 75243, and the name of its initial registered agent at such address is H.T. Bidwell.
BOARD OF DIRECTORS
The number of directors constituting the initial Board of Directors is three, and the names and addresses of the persons who are to serve as the initial Directors are:
8521 Clover Meadow Dr.
Dallas, TX 75243
W. S. Lutz, Jr.
9000 N. 55th St.
Milwaukee, Wl 53223
901 E. Genesee St.
Chittenango, NY 13037
The name and address of each incorporator is:
8521 Clover Meadow Dr.
Dallas, TX 75243
W. S. Lutz, Jr
9000 N. 55th St.
Milwaukee, WI 53223
901 E. Genesee St.
Chittenango, NY 13037
Wm. G. Wurster
Consolidated Casting Corp.
2425 Caroline St.
Dallas, TX 75201
Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501 of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization recognized as tax-exempt by the State of Texas.
All Directors shall be deemed to have expressly consented to and agreed that, upon the dissolution of the Corporation or the winding up of its affairs, whether voluntary or involuntary, the assets of the Corporation then remaining, after all debts have been satisfied, shall be distributed, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application by the Board of Directors, exclusively to non-profit, charitable, philanthropic, religious, scientific, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
INVESTMENT CASTING INSTITUTE
ARTICLE I: MEMBERSHIP
Section 1. Class and Qualifications - There shall be seven classes of membership: Regular, Affiliate, Associate, Allied, Emeritus, Individual and Student.
a. Regular Membership: To be eligible for Regular Membership in the Institute, the applicant shall be a company actively engaged in casting metal parts for industrial engineering or commercial applications by means of the investment casting process.
b. Affiliate Membership: To be eligible for Affiliate Membership in the Institute, the applicant shall be an organization which supplies goods and services to Regular Members including technical, marketing, financial services, research/development organizations, universities/learning institutions and aligned trade associations having to do with investment casting. Expressly excluded are organizations providing services of employment, and sales or manufacturers’ representatives of investment casting manufacturers. Affiliate members may have representatives to act as members or chairmen of committees.
c. Associate Member: An Associate Member is a company or organization which does not manufacture in North America which is defined as Canada, the United States of America or the Republic of Mexico. Associate Members which meet the qualifications of either a Regular or Affiliate member will be designated as an Associate (Regular) or Associate (Affiliate) Member but shall not have a voting designate to vote at general meetings, cannot attend Management Meetings but may vote on special assessments brought before the general assembly. Associate Members may have representatives to act as full members of committees but shall not be eligible to serve as a member of the Board of Directors or as an Officer of the Institute.
The Board of Directors may, from time to time, in its sole discretion, determine the degree and extent of participation by Associate Members in certain programs, surveys and publications. The membership dues of Associate Members will be determined from time to time by the Board of Directors, but such dues will always be less than the dues of Regular and Affiliate Members.
d. Membership Classification: In the event an applicant is both actively engaged in casting metal parts for industrial engineering or commercial applications by means of the investment casting process and in supplying goods and services to Regular Members having to do with investment castings, it shall be classified as an application for Regular Membership.
e. Allied Member: An Allied Member is either a university or an organization whose is not eligible for another membership category but whose affiliation with the Institute is of mutual benefit. Those holding Allied Membership status may not vote or hold office and are exempt from the payment of dues to the Institute but may be required to pay their own expenses to attend meetings of the Institute. Eligibility for Allied Membership is determined by the Executive Director annually on a case by case basis to ensure adequacy of contribution to the Institute.
f. Member Emeritus: To be considered for Member Emeritus status in the Institute, the candidate shall be any retired person with exceptional qualifications who would be a valuable asset to the Institute, where retirement is defined as not working, in the conventional sense, for a Member Eligible company.
Eligibility for Member Emeritus is determined by the Board of Directors on a case by case basis in the Board’s sole and absolute discretion. In determining the nominee’s eligibility for Member Emeritus status, the Board of Directors shall consider, among other things, the individual’s past participation in the Investment Casting Institute, and his or her proposed prospective role in the Institute. Member Emeritus status shall be by invitation of the Board of Directors only.
Those holding Member Emeritus status may not vote or hold office and are exempt from the payment of dues to the Institute but may be required to pay their own expenses to attend meetings of the Institute.
g. Individual Membership: To be eligible for Individual Membership in the Institute, the applicant must not be employed by a member eligible company. Eligibility for Individual Membership is determined by the Executive Director on a case by case basis. Individual Members may not vote or hold office.
h. Student Membership: To be eligible for Student Membership in the Institute, the applicant must be a student in an accredited college or university. Eligibility for Student Membership is determined by the Executive Director on a case by case basis. Student Members may not vote or hold office.
Section 2. Election of Members - Each company or organization desiring to become a Regular, Affiliate or Associate Member and desiring membership shall present its application for membership in writing to the Executive Director, who shall present such application to the Board of Directors. The Board of Directors shall review all applications. Those applicants who have met the above specifications as set forth in Article I, Section I, of the By-laws of the Institute, as amended from time to time, shall be admitted as a Member of the Institute.
Section 3. Voting - Each Regular and Affiliate Member shall be entitled to a voting designate who will be preferably an executive of the member company. The voting designate will be identified as the Official Representative. At the meeting of the Institute, the Official Representative will cast the vote for their member if he or she is present; otherwise, a vote for the member will be cast by one of the representatives of that member attending that meeting. Each member shall be entitled to cast one vote.
a. Regular Members only shall be entitled to vote on the Articles of Incorporation and all matters and motions proposed at duly constituted membership meetings, and for Directors who are Regular Members.
b. Affiliate Members may vote only in relation to special assessments along with Regular Members and for Directors who are Affiliate Members.
Section 4. Duration of Membership - Membership shall be terminated by voluntary withdrawal, expulsion or suspension.
a. Voluntary withdrawal shall be made by giving written notice of such intention to the Executive Director of the Institute which notice shall be presented to the Board of Directors by the Executive Director at the first meeting after its receipt.
b. Expulsion and Suspension - The Board of Directors may suspend or expel a member:
(i) for cause, such as a violation of any of the Bylaws or Rules of the Institute or for conduct prejudicial to the best interest of the Institute. Suspension or expulsion shall be by a two-thirds vote of the members of the Board of Directors provided that a statement of the charges has been mailed by registered or certified mail to said member at his or her last recorded address at least fifteen days before final action is taken thereon, and such statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors to consider such action. The member may present to the Board of Directors a defense either in person at such meeting of the Board of Directors or in writing to the Board of Directors prior to such meeting so that it will be received by the members of the Board of Directors prior to such meeting. However, for nonpayment of dues or other liabilities and obligations, for both the Investment Casting Institute and its subsidiaries, after sixty (60) days of mailing a written notice to the member, such member shall automatically be suspended and thereafter expelled at the Board of Directors’ discretion without notice. The suspension or exclusion of a member does not relieve that member of any liabilities or obligations to the Institute or its subsidiary(ies) including dues owed. Suspended members shall have no benefits of membership.
(ii) At the discretion of the Board of Directors, member companies in arrears on payment of dues or other liabilities and obligations to the Institute or its subsidiary(ies) shall have the opportunity to discharge such dues, debts and obligations upon such terms and conditions as determined by the Board from time to time, but, in any event said dues shall be completely paid within the then current fiscal year. In addition the Board may levy a surcharge on such dues, debts and obligations, the amount of which is to be determined by the Board from time to time.
Section 5. Fiscal Year - The fiscal year of the Institute shall begin on the first day of January and end on the last day of December.
Section 6. Revenue of Members - Dues, assessments and other revenue of the Institute shall be considered sufficient in accounting for all general and special expenses incurred by the Institute during the year. General expenses shall include the Executive Director’s salary and office operation expenses. The method of compiling and collecting dues and special assessments is as set out herein.
a. At the beginning of each fiscal year, budgets for Institute expenses shall be approved by the Board of Directors. All expenditures of the Institute shall be examined by the Treasurer before payment is made. A report of financial condition will be made to the Board of Directors at the direction of the Board of Directors at least twice a year by the Treasurer. An audit of the books of the Institute shall be made by a firm of certified public accountants at any time as determined by the Board of Directors.
b. The Board of Directors, upon adopting the budget, shall also determine (1) the aggregate amount of dues needed to support the Institute for the following year, and (2) a schedule of dues, which shall be a sliding scale of dollar-value brackets based on sales generated. Each Regular Member, Affiliate Member, and Associate Member, on an honor basis, prior to a date set by the Board of Directors, shall indicate to the Executive Director the sales bracket into which that member fell during its last year. Sales for Regular Members (and Associate (Regular) Members) are defined as including all sales incidental to the investment casting process such as casting, tooling, etc. Affiliate Members (and Associate (Affiliate) Member) sales are to be based on total sales to the investment casting industry. The Executive Director shall keep strictly confidential such sales information, and shall not disclose such information to, among others, any member or Director.
c. Affiliate Members which are Universities and learning institutions shall be assessed a dues amount determined from time to time by the Board of Directors.
d. At time of the adoption of the budget, the Executive Director shall report to the Board of Directors a summary of the total sales represented in the Institute. The Executive Director shall inform each Regular and Affiliate Member the amount of its dues for the coming year. Dues will be billed annually on an anniversary date determined by the Board of Directors. At the time of application for membership, such applying member shall pay dues for one full year. At the next dues billing, the new member will be assessed for dues in full, less a prorated amount reflecting that period of the previous dues year during which the member was not an accepted member of the Institute. Special assessments shall be prorated according to the schedule of dues currently in use and shall be payable in such installments as are designated by the Board of Directors.
ARTICLE II: MEETINGS
Section 1. Annual Meeting - There shall be an annual general meeting or gathering for the analysis dissemination and exchange of information and the transaction of such other business for the benefit of the members of the Institute and ultimately for the public good. Such meeting shall adhere to the foregoing purposes so as to promote better working conditions and higher efficiencies in member companies. Notices of the meeting shall be mailed under the supervision of the Executive Director at a reasonable time before the date of such annual meeting setting forth the place, date and time of such meeting as determined by the Board of Directors.
Section 2. Special Meetings - Calling of special meetings shall rest with the President. However, a written petition signed by ten percent of the Regular Membership and presented to the Executive Director shall be sufficient cause to require the President to call a special meeting. Committee meetings may be called by the Committee Chairman, except as otherwise specified, and notices of any meeting shall be sent to the representatives qualified to attend no less than ten days before the date scheduled. Location of special meetings shall be determined by the Board of Directors. Location of committee meetings shall be at the discretion of the Committee Chairman unless otherwise specified by the President or the Board of Directors.
Section 3. Only Regular Members - may propose and discuss policy matters and motions at duly constituted membership meetings except for proposed changes relating to special assessments.
Section 4. Miscellaneous - Members shall not organize any activities that conflict with scheduled events at Institute meetings including scheduled receptions.
Section 5. Meeting of Board of Directors – The Executive Director shall provide notice of regular meetings to the Board of Directors at least ten days before the appointed meeting time. Special meetings of the Board of Directors may be called by the President on his or her own initiative or at the request made in writing by at least three members of the Board of Directors. Location of Board meetings shall be at the discretion of the President. At the discretion of the President both Regular and Special Meetings of the Board may be conducted via telephone or other live electronic means of communication. Directors may vote by absentee ballot or by proxy in the event they cannot attend a meeting in person or via teleconference. Absentee ballots must be provided in writing to another Director directing in said ballot how their vote should be cast on any specific matter appearing in the agenda coming before the Board of Directors requiring a vote. At the time of the vote, the absentee ballot must be produced and provided to the Board President. Delegating voting power, or voting by proxy, must be done in writing to another Director. The proxy must be produced and provided to the Board President before any matters come to a vote. No proxy shall be valid after the Board meeting is adjourned. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.
ARTICLE III: DIRECTORS
Section 1. Number - The property, affairs and concerns of the Institute shall be vested in a Board of Directors consisting of not less than twelve members of which eight Directors shall be elected from the representatives of the Regular Membership and four Directors from the representatives of the Affiliate Membership. A majority of the Board may appoint an Academic Advisor from a University/Education Center; the Academic Advisor will serve a two year term. Such an Advisor will be held blameless by the Institute. The Directors will take up their duties after the fall meeting of the Institute. All Directors shall continue in office until their successor shall be duly elected and qualified. The Executive Director shall not be a Director of the Institute and shall not vote upon any proposal. The Executive Director may serve each Board continuously unless removed by the Board of Directors for cause or the Executive Director resigns, dies or becomes incapacitated.
Section 2. Election of Directors and Term - Directors, shall be elected by voting ballot by mail which shall be sent by the Executive Director within a reasonable time as set by the Board of Directors. Each year two Regular Members and one Affiliate Member Director shall retire by rotation and be allowed to offer themselves for re-election; provided, however, Directors who hold offices as President and Vice President and the immediate Past President of the Institute shall not retire by rotation. Notwithstanding the foregoing, if approved by a vote of seventy-five percent (75%) of all of the Directors, the Board may postpone such annual election (and correspondingly extend the term of the current directorships) for a period not to exceed twelve (12) months. The Past President will continue as a member of the Board of Directors for the remainder of his/her term as Director, and may offer himself/herself for re-election as a Director. Candidates must be proposed by members of their respective membership category and the proposal must be seconded by one other member again of the same category (i.e. Regular or Affiliate). A candidate may either be nominated by his or her own member company or have their nomination seconded by his or her own member company, but not both. Before the nomination is filed, the candidate must express willingness to stand for election which elections will take place toward the end of the financial year of the Institute. Election shall be by plurality, and ballot voting shall continue until an election is by plurality.
Section 3. Duties of the Board of Directors - The Board of Directors may:
(1) hold meetings at such times and places as the Board of Directors deem proper;
(2) admit members, suspend or expel them;
(3) audit bills and disperse the funds of the Institute;
(4) print and circulate documents and publish articles;
(5) carry on correspondence and communicate with other companies interested in the investment
casting industry and any other companies which may affect the welfare of the investment casting
(6) employ agents;
(7) devise and carry into execution such other measures as the Board of Directors deem proper and
expedient to promote the objects of the Institute and to best protect the interest and welfare of the members; to secure and pay for such liability insurance on behalf of the Institute, including, but not limited to, Directors, Officers, employees, agents and representatives, as the Board of Directors may deem advisable.
Section 4. Quorum - Seven members of the Board of Directors will constitute a Quorum for the transaction of business. In the absence of the President and Vice President, the Quorum present may choose a chairman for the meeting. If a Quorum is not present, a lesser number may adjourn the meeting to a later day, not more than ten days later. In emergencies, Directors may vote by letter, email, telephone or by other live means of communication at the request of the President, and such action shall be ratified at the next Board meeting.
Section 5. Absence - In the event that a Director fails to attend seventy-five percent of the Board meetings, their directorship shall be terminated, except at the discretion of the Board of Directors.
Section 6. Vacancies - Whenever any casual vacancy occurs in the Board of Directors by death, resignation, employment by a nonmember company, or otherwise, it may be filled by (a) election or (b) invitation of the Board of Directors or (c) not filled by decision of the Board of Directors provided there shall not be more than two vacant directorships at any one time on an interim basis. Any Director who changes employment from one Member Company to another of the same membership category may continue as a Director provided that his or her directorship is ratified by a majority vote of the Board of Directors. If a Director changes employment from a Regular Member company to an Affiliate company, or the reverse, he or she shall forfeit his/her directorship of the Institute. The invited or co-opted Director shall be from the same membership group as the Director being replaced. The co-opted Director shall serve on the Board of Directors until the next election of Directors. Directors elected by Regular Members shall be replaced by a Regular Member, and Directors elected by Affiliate Members shall be replaced by an Affiliate Member.
Section 7. Executive Director – The Board of Directors shall, by a majority vote, elect an Executive Director who shall serve at the pleasure of the Board of Directors to perform such duties on behalf of the Institute as the Board of Directors may designate from time to time. The Board of Directors shall review the performance of the Executive Director and determine benefits compensation, etc., of the Executive Director.
Section 8. Voting Rights - Each member of the Board of Directors shall have equal voting rights irrespective of class of membership. In the event of a tied vote, the President shall cast an additional vote.
Section 9. Miscellaneous – Subject to the Institute’s Conflict of Interest Policy, no contract or other transaction between this Institute and any corporation shall be impaired, affected or invalidated, nor shall any Director be liable in any way by reason of the fact that any one or more of the Directors of the Institute is or are interested in, or is a Director or Officer, or are Directors or Officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors.
Subject to the Institute’s Conflict of Interest Policy, any Director, personally and individually, may be a party to or may be interested in any contract or transaction of this Institute, and no Director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote, not counting the vote of any such Director, of a majority of a Quorum, notwithstanding the presence of any such Director at the meeting at which such action is taken. Such Director or Directors may be counted in determining the presence of a quorum at such meeting. This section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law, common, statutory or otherwise, applicable thereto.
Section 10. Removal - Any Director may be removed either with or without cause at any Regular or Special Meeting of the Board of Directors by a vote of 75% of all of the Directors.
Section 11. Independent Directors – All Directors are uncompensated volunteers and in general are considered to be “Independent Directors”. The exception are those Directors who receive compensation for services provided to the Institute as outside contractors. Determination of a Director’s qualification as an “Independent Director” shall be made annually when completing the Institute’s Conflict of Interest Disclosure.
ARTICLE IV: OFFICERS
Section 1. Number, Qualification, Election and Term of Office: - The Officers of the Institute shall consist of a President, Vice President, Secretary, Assistant Secretary and Treasurer and such other Officers, including one (1) or more Vice Presidents, as the Board of Directors may from time to time deem advisable. The Board of Directors shall elect the Officers from either the Regular or Affiliate class of Directors, except that the Board shall not simultaneously elect both a President and Vice President from the Affiliate class of Directors.
The duties of Secretary shall be undertaken by the Vice President so designated and the duties of Assistant Secretary shall be undertaken by the Past President and the duties of Treasurer shall be undertaken by the President.
Section 2. (a) Method of Election: - The Board of Directors at the regular annual meeting of the Board shall nominate and elect all Officers for a term of two years or such term as the Board of Directors may determine from time to time and shall be elected from the Board of Directors. A majority of a Quorum present shall be necessary to constitute an election. Each Officer shall hold office until the first day of the calendar year succeeding their election and term, and until their successor shall have been elected and qualified, or until their death, resignation or removal.
(b) Resignation: - Any Officers may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or Secretary of the Institute. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such Officer, and the acceptance of such resignation shall not be necessary to make it effective.
(c) Removal: - Any Officer may be removed either with or without cause, and successor elected by a majority vote of the Board at any time.
(d) Vacancies: - A vacancy in any office by reason of death, resignation, inability to act, disqualification or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors by electing one of its Members to fill such vacancy (subject to compliance with Article IV, Section 1). Disqualification can result if a Director ceases to be a representative of a member company or if the member company ceases to be a Member.
Section 3. Duties/Officers - The duties and powers of the Officers of the Institute shall be as follows:
The President shall preside at the meetings of the Institute and of the Board of Directors and of the Executive Committee if such a committee be appointed and shall be a member ex officio with right to vote on all committees. He or she shall also, at any meeting or such other times as he or she deems proper, communicate to the Institute or to the Board of Directors such matters and make such suggestions as may, in their opinion, tend to promote the prosperity and welfare and increase the usefulness of and improve the Institute, performing such duties as are necessarily incident to the office of the President. The President shall have the responsibility, either directly or indirectly through a committee or a duly-appointed Compliance Officer, of ensuring that the Members and Directors are fully aware of these By Laws, as well as the policies, rules and regulations of the Institute adopted from time to time and will address any noncompliance brought to their attention.
In the case of the death or absence of the President, or his or her inability from any cause to act, the Vice President shall perform the duties of the office and shall otherwise share the activities of the President as the President may delegate from time to time.
The Vice President shall be the Secretary of the Institute and shall be assigned such duties from time to time as the Board of Directors may deem in the best interest of the Institute and shall attest when required the signature of the President to documents of the Institute.
The immediate past President shall serve as Assistant Secretary. If the immediate past President is unable to act as Assistant Secretary due to death, absence or inability to act, then the Board may elect an Assistant Secretary from among the Board of Directors (preferably a past President himself/herself).
The Treasurer shall be the President of the Institute. The Treasurer shall be legal custodian of the funds of the Institute.
The Treasurer shall report to the membership at the annual general meeting the state of finances of the Institute. The Treasurer will, together with the Executive Director, sign all leases, purchase agreements, checks and similar financial instruments. In the event that any one of these two authorized co-signers of checks is unavailable the Past President and Vice President or other approved Director is authorized signer. The Board of Directors may grant the Executive Director the right to issue checks with his or her signature only. The maximum value of such checks will be determined from time to time by the Board of Directors.
The Treasurer shall make disbursements only to those budgeted items approved by the Board of Directors.
The Executive Director shall be responsible for keeping the accounts of the Institute and for the collection and depositing of dues or other income of the Institute. The funds, books, and vouchers in his or her hands shall, with the exception of confidential reports, submitted by members, at all times be subject to verification and inspection by the Treasurer or the Board of Directors. The Executive Director shall furnish a report to the Treasurer twice a year or at such other times at the Treasurer may request, showing collection and disbursements and accounting for all funds of the Institute.
The Treasurer and Executive Director, at the discretion of the Board of Directors, shall be bonded at Institute expense in such amount as the Board of Directors shall from time to time require.
ARTICLE V: COMMITTEES
Section 1. Standing Committees. There shall be one Standing Committee with three (3) Standing Sub-Committees of the Board of Directors which shall be mandatory in existence for the duration of the Institute and which shall operate through Independent Directors.
(a) Executive Committee. The Executive Committee is comprised of the Board President, Vice President and Past President to exercise the powers of the Board in relation to matters that arise between regularly-scheduled Board meetings, or when it is not practical or feasible for the Board to meet. The Committee is delegated the authority to act as the full Board when exercising the powers and authority, subject to the limitations of its charter and applicable law. The Board President shall serve as the Committee Chairman and can appoint additional Directors to the Committee should needs dictate.
(b) Audit Sub-Committee. The Audit Sub-Committee is responsible for oversight of the Institute’s accounting and financial position and reporting processes.
(c) Nominating and Governance Sub-Committee. The Nominating and Governance Sub-Committee is responsible for overseeing the Board nomination and election process and shall assist in orientation programs for newly appointed Directors. In the event of a mid-year Board vacancy, the Sub-Committee shall be responsible for recommending Board appointments. The Sub-Committee shall conduct a periodic review of the overall governance of the Institute and recommend improvements for Board approval where appropriate.
(d) Compensation Committee Sub-Committee. The Compensation Sub-Committee is responsible for making recommendations to the Board with respect to the reasonable compensation of the Institute’s Executive Director.
Section 2. Special Committees - Special committees shall be established, modified or terminated at the Board of Directors’ discretion. The Board of Directors shall appoint a representative of a member to be chairman of the committee. The chairman of a committee may co-opt a nonmember with special knowledge not otherwise available from the membership, to serve on his or her committee after first securing the approval of the President. The co-opted member shall not be eligible to vote. Each committee shall develop and maintain a Charter to be kept on file at Institute headquarters.
Members not present at committee meetings shall not be eligible to vote on matters submitted for vote by the committee at the meeting. Members desiring representation on any committee shall present the name of their representative who shall be a full-time employee of said member in writing to the Executive Director and said representative shall serve on such committee. A Committee Chairman may also request the services of a certain representative from a member; however, that member is not obligated to comply. The purpose of such committees and termination of such committees shall be at the discretion of the Board of Directors.
Section 3. Minutes - All committees, Standing and Special, will keep minutes which shall be provided to the Institute Headquarters’ staff and shall be available to the Board of Directors.
ARTICLE VI: GENERAL COUNSEL
Section 1. Selection - Selection of the General Counsel should be made by a majority vote of the Board of Directors annually.
Section 2. Duties - Duties of the General Counsel shall be:
(i) Review correspondence and publications passing between the Institute and members when
requested to do so by the Executive Director;
(ii) Advise on procedures necessary for the Institute’s full compliance with antitrust and other applicable laws;
(iii) Review and approve all programs and activities of the Institute in connection with their validity, and advise members with respect to laws having common application to all members;
(iv) Such other duties as may be prescribed by the Board of Directors from time to time.
ARTICLE VII: PARLIAMENTARY AUTHORITY
Section 1. Roberts Rules of Order - Roberts Rules of Order, revised, shall be the parliamentary authority in all cases to which they are applicable and are not inconsistent with the Articles of Incorporation and Bylaws.
ARTICLE VIII: INDEMNIFICATION
Section 1. Civil or Criminal Action, etc. - The Institute shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the Institute) by reason of the fact that he or she is or was a Director, Officer, employee or agent of the Institute or is or was serving at the request of the Institute as a Director, Officer, employee or agent of another institution, committee or similar body, against expenses (including attorney’s fees), judgments, fines and amounts that may be paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Institute and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Institute and, with respect to any criminal action or proceeding, that they had reasonable cause to believe that his or her conduct was lawful.
Section 2. Civil or Criminal Action etc., by or in the right of the Institute - The Institute shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Institute to procure a judgment in the Institute’s favor by reason of the fact that he or she is or was a Director, Officer, employee or agent of the Institute, or is or was serving at the request of the Institute as a Director, Officer, employee or agent of any other institution, committee or similar body against expenses (including attorney’s fees) actually and reasonably incurred by him/her in connection with the defense of settlement or such action or suit if they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Institute except that no indemnification shall be made inrespect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Institute unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expense which the court shall deem proper.
ARTICLE IX: ARBITRATION
Section 1. Disputes - In the event of any dispute between the Institute, Regular, Affiliate or Associate Member, such dispute shall be settled by arbitration in Montvale, New Jersey, in accordance with the rules then obtaining of the American Arbitration Association. The decision of the association shall be binding upon the parties.
Section 2. Expenses - Each party shall bear one-half of the expenses of the American Arbitration Association and any other costs incidental to such arbitration.
ARTICLE X: AMENDMENTS
Section 1. Articles of Incorporation - The Articles of Incorporation may be amended, repealed or altered in whole or in part by a two-thirds vote of the Regular Membership by ballot mail in the same procedure as Directors are elected or by a two-thirds oral vote of the Regular Membership at a general meeting of the Institute.
Section 2. Bylaws - The Bylaws may be amended, repealed or altered in whole or in part by a majority vote of the Board of Directors.
Section 3. Proposals - Proposals for amendments, repealing or alteration in whole or in part, of the Articles of Incorporation or the Bylaws may be made by the Board of Directors or by a petition signed by ten percent of all voting Regular Members presented in writing to the Board of Directors.
ARTICLE XI: MISCELLANEOUS
Section 1. Advertising – Advertising by non-members who are actively engaged in casting metal parts by means of the Investment Casting process is strictly prohibited in any publication owned or controlled by Investment Casting Institute.