Constitution
Article I – Name
The name of the organization shall be The Adhesion Society, Incorporated.
Article II – Purpose
The objective of this Society shall be to increase and disseminate knowledge of adhesion and its applications. Adhesion is here defined as the action of sticking or holding fast, or the state of being stuck or held fast, when substances are in contact. The objects of the Society shall be promoted (a) by meetings; (b) by a publication policy designed to increase and disseminate knowledge of adhesion; and, (c) by other appropriate means.
Article III – Membership
Any person or institution interested in the purposes of the Society may apply for membership by means of an application, made out in due form and submitted to the Chair of the Membership committee hereinafter provided for in ARTICLE IV of the Bylaws.
Article IV – Officers and Executive Committee
SECTION 1
The officers shall consist of a President, a Vice-President, a Secretary, a Treasurer, and an Editor.
SECTION 2
The governing body of the Society shall be its board of directors, which shall be called the Executive Committee. (They shall serve without pay).
SECTION 3
The Executive Committee shall consist of the officers of the Society, the most recent living Past-President of the Society, one Representative from each Division of the Society and Members-at large, elected by the Society. The number of Members-at-large shall be equal to the number of Divisional Representatives if there are more than two Divisions of the Society, but if there are two or less Divisions of the Society, then the number of Members-at-large shall be two.
SECTION 4
The terms of the officers and the Executive Committee shall be two years or until their successors are elected. The terms shall start at the beginning of the last day of the annual meeting held subsequent to the date of their election, and shall terminate at the beginning of the last day of the annual meeting in the year of expiration of their terms of office.
If for any reason the annual meeting is postponed beyond the end of the election calendar year in which it would normally be scheduled, the incoming officers and members of the Executive Committee will take office at noon on December 31 of said election year.
SECTION 5
The Executive Committee shall be the legal representative of the Society. It shall have the power to expend the funds of the Society, or to invest the same, but shall not incur indebtedness beyond the assets of the Society. It shall transact all business of the Society not otherwise provided for specifically in the Constitution and By-laws of the Society.
Article V – Nomination and Election of Officers
SECTION 1
At a suitable time prior to an election, a Nominating Committee consisting of three members of the Society shall be appointed by the President. One of the three members of this Committee shall be designated by the President to act as Chair. If for any reason the President cannot take this action, the Executive Committee shall appoint the members and the Chair shall appoint the members and Chair of the Nominating Committee.
SECTION 2
The Nominating Committee shall, through its Chair, report to the Secretary of the Society one nominee but no more than two nominees for each of the offices named in Section 1 of ARTICLE IV of this Constitution, and at least three nominees for membership-at-large on the Executive Committee as required by Section 3 of ARTICLE IV of this Constitution.
At least one hundred forty five (145) days prior to the date of the annual meeting at which an election is to be held, the Secretary shall inform the members of the Society of the list of nominees reported to him/her by the Nominating Committee. For a period of forty five (45) days following the date of such notification additional nominees may be named by petition forwarded to the Secretary and signed by a least fifteen (15) members in good standing of the Society. Upon receipt of such petition, and after acceptance of such nomination by the nominee, the Secretary shall add such names to the ballot prepared by him/her. The complete list of nominees comprising the ballot shall be arranged in alphabetical order, where more than one nomination for each office has been made.
SECTION 3
At least ninety (90) days prior to the annual meeting at which an election is to be had, the Secretary shall forward to each member of the Society a complete ballot, prepared as provided in Section 2 of this Article. The ballot shall, in addition, contain a notice that the voter may vote for any qualified persons other than the listed nominees, and spaces shall be provided for recording such votes.
Ballots shall be returned to the Secretary, and to be valid must be received by the Secretary no later than thirty (30) days prior to the annual meeting at which the election results are announced or prior to December 15 if there is no annual meeting or if the annual meeting is postponed. Any ballot marked so as to indicate a vote for more than one nominee for any one office shall be void in its entirety.
SECTION 4
The Secretary shall transmit the ballots unopened to an Election Committee appointed by the President. This Committee shall meet at a time and place directed by the President and open and count all ballots cast by members in good standing. The candidates who receive the highest number of votes cast for the several offices shall be deemed elected.
The results of the election as determined by the Election Committee shall be announced by the President at the annual meeting. If the annual meeting is postponed or abandoned, the President shall direct the Secretary to report the election results to the members of the Society by mail prior to December 15.
If there be a tie vote, the President shall order a ballot to be taken at the annual meeting to decide which of the candidates who have received the same number of votes shall be chosen. If for any reason the annual meeting is not to be held that year, the President shall immediately order another ballot by mail, allowing thirty days for return of the ballots.
Article VI – Meetings
SECTION 1
An annual meeting of the Society for the purpose of conducting technical sessions or symposia and to transact business shall be held each year. The Executive Committee shall announce the time and place at least six months prior to the meeting.
SECTION 2
Additional meetings may be held as shall be determined by majority vote of the Executive Committee.
SECTION 3
Not withstanding Section 1 of this Article, the Executive Committee may determine the existence of extraordinary conditions, requiring postponement or abandonment of the annual meeting in any single year. If the Committee determines a postponement, it shall fix the time and place for the next meeting as soon as possible.
Article VII – Reports
The Secretary of the Society shall report to the membership at the annual meeting on the activities. The Treasurer of the Society shall report to the membership at the annual meeting on the financial condition of the Society. Abstracts of these reports shall be sent to the membership.
Article VIII – Divisions
SECTION 1
The Executive Committee may, upon petition by members of the Society, form a Division within the Society charged with the advancement and diffusion of the knowledge of a specific subject area or subject areas in or relating to adhesion. The Executive Committee shall have power to review and to approve or disapprove the Bylaws and the definitions of areas of interest proposed for the Divisions.
SECTION 2
The officers of each Division shall be a Chair, a Vice-Chair and a Secretary-Treasurer, who shall be elected or shall assume their posts in such manner as the Bylaws of the Division shall provide. There shall be a Council of each Division consisting of the officers and such other members as may be elected by the Division. Said Secretary-Treasurer shall keep the Executive Committee informed of the activities and needs of the Division.
SECTION 3
The times and places of the meetings of a Division shall be chosen in consultation with the Executive Committee.
SECTION 4
Any Division may be dissolved for cause at the discretion of the Executive Committee.
Article IX – Sections
SECTION 1
Members residing in any region may, with the approval of the Executive Committee, organize a local Section for the more active furtherance of the abject of the Society as stated in Article II. The Executive Committee shall have power to review and to approve or disapprove the Bylaws proposed for the Sections.
SECTION 2
The times and places of the meetings of a Section shall be chosen in consultation with the Executive Committee.
SECTION 3
Any local Section may be dissolved for cause at the discretion of the Executive Committee.
Article X – Amendments to the Constitution
Amendments to this Constitution may be made by a 2/3 vote of those voting in a letter ballot submitted to the membership after the members attending a regular meeting of the Society have voted to submit such amendments to a letter ballot. Letter ballots shall be sent to the membership by the Secretary within thirty days after this meeting. Ballots shall be returned to the Secretary, and to be valid must be received by him/her within ninety days after this meeting. Amendments so approved shall become effective immediately upon certification of approval by the Secretary to the Executive Committee and to the membership. The exception is that amendments which change the status of officers shall become effective when the new officers are deemed elected.
Article XI – Dissolution of the Society
Dissolution of the Society may be accomplished by a 2/3 vote of those voting in a letter ballot submitted to the membership after the Executive Committee has voted to submit the question of dissolution to the membership of the Society. Letter ballots shall be sent to the membership by the Secretary within thirty days after the Executive Committee so decides. Ballots shall be returned to the Secretary, and to be valid must be received by him within 90 days after the decision of the Executive Committee. Dissolution shall become effective immediately upon certification of approval by the Secretary to the Executive Committee and to the membership.
As set forth in Ohio Articles of Incorporation Certificate #522388, dated 8 September 1978, upon the dissolution of the Society, the Executive Committee of the Society shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of all assesses of the Society in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Committee of the Society shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas at the county in which the principal office at the Society is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.