BY-LAWS
Article I The Organization
- Section 1.1 Name
- Section 1.2 Mission
- Section 1.3 Purposes
- Section 1.4 Code of Ethics
- Section 1.5 Applicable Laws
Article II Membership
- Section 2.1 Eligibility
- Section 2.2 Membership
- Section 2.3 Types of Membership
- Section 2.4 Dues
- Section 2.5 Power of Members
- Section 2.6 Resignation and Removal
- Section 2.7 No Transfer of Membership Rights
Article III Meeting of Members
- Section 3.1 Annual Meeting
- Section 3.2 Special Meetings
- Section 3.3 Notice of Meetings
- Section 3.4 Quorum
- Section 3.5 Voting and Proxies
- Section 3.6 Action at Meetings
- Section 3.7 Member Lists
Article IV Board of Directors
- Section 4.1 Board of Directions
- Section 4.2 Roles and Responsibilities
- Section 4.3 Powers
- Section 4.4 Election of Board of Directors
- Section 4.5 Terms of Office
- Section 4.6 Meetings
- Section 4.7 Quorum
- Section 4.8 Action at Meetings
- Section 4.9 Committees
Article V Nomination, Elections, and Replacement Procedures
- Section 5.1 Nominations
- Section 5.2 Election
- Section 5.3 Replacements
- Section 5.4 Vacancies; Reduction of Board
- Section 5.5 Enlargement of the Board
- Section 5.6 Resignation and Removal
Article VI Indemnification
Article VII Conflict of Interest
- Section 7.1 Conflict of Interest Policy
- Section 7.2 Disclosure
Article VIII Review and Amendment of By-Laws
Article IX Miscellaneous Provisions
- Section 9.1 Fiscal Year
- Section 9.2 Seal
- Section 9.3 Execution of Instruments
- Section 9.4 Voting of Securities
- Section 9.5 Resident Agent
- Section 9.6 Corporate Records
- Section 9.7 Certificate of Incorporation
Section 1.1. Name. The name of the organization shall be International Association of Forensic and Security Metrology, Inc (IAFSM) and referred to in these By-laws as the "Association".
Section 1.2. Mission. The Association's mission is to promote the development and use of precision measurement systems, techniques, and software in the generation of two- or three-dimensional coordinate spatial data for documentation, planning, analysis, and/or presentation purposes in the service of justice.
Section 1.3 Purposes. The Association shall be a non-profit, tax exempt, interdisciplinary organization of users, service providers, and manufacturers of metrological techniques and technology who work together for the advancement of justice. The major purpose of the Association shall be.
(a) To promote the accessibility and use of 3D metrology systems for the advancement of justice.
(b) To foster the exchange of ideas, resources, and research methods in 3D metrology and related areas through publications, conferences, symposia, workshops, panel discussions, institutes, and other media.
(c) To encourage research in all aspects of three-dimensional (3D) capture, analysis, and presentation including its related fields.
Section 1.4 Code of Ethics. The IAFSM Code of Ethics has been established to provide a guide for the ethical professional conduct of members in the field of forensic and security metrology and the work he/she performs. All members are expected to adhere to the code. The Code of Ethics is available on the Associations website or from the Secretary.
Section 1.5 Applicable Laws. The corporate laws of the state of Delaware shall govern where the Articles of Incorporation and these Bylaws of IAFSM do not govern. The Articles of Incorporation shall govern where these Bylaws of IAFSM do not govern. Any conflicting provisions therein shall be governed first by the corporate laws of the state of Delaware and second by the Articles of Incorporation.
Section 2.1 Eligibility. Any individual or institution (herein after referred to as the Member) interested in and supportive of the Association shall be eligible for membership.
Section 2.2 Membership. An individual's or institution's membership commences from receipt of the yearly fee for the appropriate category or membership (refer to section 2.3) and completion of the Membership Application Form contained in Appendix I. Membership remains in place for (1) calendar year or until the Member's death, resignation, or removal.
Section 2.3 Types of Membership. The following types of membership of the Association are available:
(a) Institutional membership: For universities, colleges, and academic programs that educate individuals in the field of Forensics, Security, Crime Scene Reconstructions, Mapping, 3-D laser scanning as well as law enforcement training.
(b) Public sector membership: Personnel employed in the public or Government sector performing metrological activities for forensic investigation or security planning activities.
(c) Private sector membership: Personnel employed in the private (or for-profit) sector performing metrological activities as a component of the overall forensic investigative or security planning activities.
(d) Student membership: Students affiliated with a center of higher learning performing metrological activities in support of training and/or research in these fields or forensic investigation or security planning activities.
Additional categories may be determined by the Board of Directors.
Section 2.4 Dues. The annual fees associated with each level of membership shall be established by the Board. Any Member who fails to pay such dues within thirty days following the date due will automatically cease to serve as a member (and will be deemed to have resigned as a Member) unless otherwise determined by the Board of Directors.
Section 2.5 Powers of Members. The Member shall have the right to elect the Directors as provided in Section 4.2, and such other powers and rights as are vested in them by law, the Certificate of Incorporation of the By-laws.
Section 2.6. Resignation and Removal. Any member may resign at any time upon notice to the Association. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time. A Member may be removed from office with or without cause by majority vote of the Members or by majority vote of the Directors in office.
Section 2.7 No Transfer of Membership Rights. No member may sell, assign, pledge, encumber, or otherwise transfer his or her membership in the Association or a right arising from such membership in any circumstances, except for the right to appoint a proxy for purposes of voting as permitted under Section 3.5.
ARTICLE III.
Meetings of Members
Section 3.1 Annual Meeting. The annual meeting of Members shall be held in conjunction with the annual conference sponsored by the Association.
Section 3.2. Special Meetings. Special meetings of the Members may be called by the Presidents or by the Board of Directors.
Section 3.3 Notice of Meetings. A written or electronic notice stating the place, date, and hour of all meetings of Members, and in the case of special meetings, the purposes of the meeting shall be given by the Secretary (or other authorized person) at least thirty (30) days prior to the meeting. Notice shall be provided to each Member entitled to vote. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty days.
Section 3.4 Quorum. The presence of twenty percent (20%) of the Members entitled to vote at a meeting represented in person or by proxy shall be required to constitute a quorum.
Section 3.5 Voting and Proxies. Members shall have one vote per paid membership. Members may vote either in person or by written proxy. The proxy must be completed by the member and submitted to the Secretary not less than seven (7) days prior to the posted time of the official meeting of the Association, as stated in the accompanying notice. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to voted at any adjournment or such meeting.
Section 3.6 Action at Meeting. In all matters other than the election of the Board of Directors, when a quorum is present, the affirmative vote of a majority of the Members present in person or represented by proxy at such meeting and entitled to vote on the subject matter shall by the act of the Members.
Section 3.7 Member Lists. The Secretary (or other person authorized by the By-laws or by law) shall prepare and make, at least ten days before the annual meeting of Members, a complete list of the Members entitled to vote at the meeting.
ARTICLE IV.
Board of Directors
Section 4.1 Board of Directors. The Board of Directors shall consist of the President, the Vice President, the Secretary, the Treasurer, and up to three Board Members.
Section 4.2 Roles and Responsibilities.
President: The President shall preside, when present, at all meetings of Members and of the Board of Directors and shall have such others powers and shall perform such duties as the Board of Directors may from time to time designate.
Vice-President: The Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate. I the absence of the President, the Vice President may act or make decisions on their behalf.
Treasurer: The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Association and shall cause to be kept accurate books of account. He or she shall have custody of all funds, securities, and valuable documents of the Association, except as the Board of Directors may otherwise provide. Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.
Secretary: The Secretary shall record all the proceedings of the meetings of the Members and the Board of Directors (including committees of the Board). In his or her absence from any such meeting as Assistant Secretary, or a temporary secretary chosen at the meeting, shall record the proceedings thereof. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.
Director: Subject to these By-laws, each Director of the Association shall have in addition to the duties and powers specifically set forth in these By-laws, such duties and powers as are customarily incident to his or her office, and such duties and powers as may be designated from time to time by the Board of Directors.
Section 4.3 Powers. The business of the Association shall be managed by the Board of Directors. In the event of a vacancy in the Board of Directors, the remaining members of the Executive Board may exercise the powers of the full Board until the vacancy is filled.
Section 4.4 Election of Board of Directors. The Board of Directors of the Association shall be elected by the votes of the Members present in person, submitted electronically or represented by proxy at a meeting.
Section 4.5 Terms of Office. All members of the Board of Directors will be elected and will hold office for a period of two (2) years. Each of the officers of the Association shall hold his or her office until his or her successor is elected and qualified or until his or her earlier resignation or removal.
Section 4.6 Meetings. Regular meetings of the Board of Directors shall be held at such time, date, and place as the Board of Directors may determine. Additional members may be invited to attend Board meetings at the discretion of the President.
Section 4.7 Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum.
Section 4.8 Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors.
Section 4.9 Committees. The Board of Directors may establish one or more standing committees. The standing committees shall perform such duties between meetings of the Board of Directors as authorized. It shall have the power to act upon questions requiring immediate decision, provided that none of the acts are in violation of the By-laws. Actions of the standing committee shall be reported to the Board of Directors at each Board meeting.
ARTICLE V.
Nomination, Election, and Replacement Procedures
Section 5.1 Nomination. The Board of Directors, or a committee appointed by the Board of Directors, shall solicit nominations for Directors from the membership of the Association. The current Board of Directors shall review and approve the list of candidates for voting by the membership. Members within good standing, except student members, sponsors, honorary and institutional members, may nominate themselves for a position on the Board.
Section 5.2 Elections. Elections shall be held no later than 1 September in the calendar that elections fall and all persons elected shall assume office during September of that year.
Candidates for the office of President shall have had previous or current service on the Association Board of Directors, or in special circumstances equivalent administrative experience with a national organization. All members, except student members, sponsors, honorary and institutional members, are eligible for Board positions. The President may stand for two consecutive terms (4 years). Subsequent terms as President shall only be possible after a time lapse of two years following end of the previous tenure. All members, except student members, sponsors, honorary and institutional members, whose current dues have been paid, shall be eligible for election to the offices of Secretary, Treasurer, and Board members. Directors are eligible for re-election to a second term of office but are ineligible for a third term until a minimum of two years has elapsed since the close of the second term. The Secretary and Treasurer may be re-elected.
Section 5.3 Replacements. When a vacancy occurs in the President's roll, the Association shall elect a successor, with the Board of Directors serving as an emergency nominating committee. The person thus elected shall continue in office throughout the remainder of the unexpired term.
A vacancy shall be deemed to occur in the case of death, resignation, or non-payment of dues. Non-payment of dues more than 30 days after the due date shall be considered as termination of membership rights and privileges. Vacancies in other offices of the Board of Directors which have occurred since the last election shall be filled at the next election.
Section 5.4 Vacancies; Reduction of Board. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board of Directors, may be filled by the Members or by the Directors then in lieu of filling any such vacancy of the Members or Board of Directors may reduce the number of Directors.
Section 5.5 Enlargement of the Board. The Board of Directors may be enlarged by vote of a majority of the Directors then in office.
Section 5.6 Resignation and Removal. Any Director may resign at any time upon notice given in writing or by electronic transmission to the Association. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. A Director may be removed from office (a) with or without cause by vote of a majority of the Members entitled to vote in the election of Directors, or (b) for cause by vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him or her.
Article VI
Indemnification
The Association shall indemnify, to the extent permitted by the General Corporation Law of Delaware as amended from time to time, (a) each of its present and former officers and Directors, and (b) each of its present or former officers, Directors, agents or employees who are serving or have served at the request of the Association as an officer, Director or partner (or in any similar position) of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit or proceeding, whether by or in the right of the Association, by a third party or otherwise, to which such person is made a party or threatened to be made a party by reason of such office in the Association or in another corporation, partnership, joint venture, trust or other enterprise.
To the extent permitted by the General Corporation Law of Delaware, under general or specific authority granted by the Board of Directors, (a) the Association may furnish such indemnification to its agents and employees with respect to their activities on behalf of the Association; (b) the Association may furnish such indemnification to each present or former officer, director, employee or agent of a constituent corporation absorbed in a consolidation or merger with the Association and to each officer, director, agent or employee who is or was serving at the request of such constituent corporation as an officer, director, agent or employee of another corporation, partnership, joint venture, trust or other enterprise; and (c) the Association may purchase and maintain indemnification insurance on behalf of any of the officers, directors, agents or employees whom it is required or permitted to indemnify as provided in this Article.
ARTICLE VII.
Conflict of Interest
Section 7.1 Conflict of Interest Policy. The Board of Directors shall adopt a conflict of interest policy to address matters involving the Association in which persons associated with the Association may have a financial or non-financial interest. Prior to taking office, all members of the Board of Directions will be required to sign the Associations Conflict of Interest / Non-Disclosure Agreement (see Appendix II).
Section 7.2 Disclosure. The conflict of interest policy adopted by the Board of Directors shall provide for persons associated with the Association to file with the Association on an annual basis a statement disclosing any financial or non-financial interest such person may have in matters involving the Association. A report on such disclosure statements, indicating any conflict of interest contained therein shall be made annually to the Board of Directors.
ARTICLE VIII.
Review and Amendment of By-laws
These By-laws shall be reviewed for currency and completeness from time to time by the Board of Directors or one of its committees, and the results of this review shall be documented in the records of the Association. These By-laws may be amended or repealed or additional By-laws adopted by the Members or by the Board of Directors; provided, that
(a) the Board of Directors may not amend or repeal this Article VIII or any provision of these By-laws which by law, by the Certificate of Incorporation or by these By-laws requires action by the Members,
(b) any amendment or repeal of these By-laws by the Board of Directors and any By-law adopted by the Board of Directors may be amended or repealed by the Members
ARTICLE IX.
Miscellaneous Provisions
Section 9.1. Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the Association shall end on September 30th of each year.
Section 9.2 Seal. The Board of Directors shall have power to adopt and alter the seal of the Association.
Section 9.3 Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the Association in its behalf shall be signed by the President or the Treasurer except as the Board of Directors may generally or in particular cases otherwise determine.
Section 9.4 Voting of Securities. Unless otherwise provided by the Board of Directors, the President or Treasurer may waive notice of and act on behalf of the Association, or appoint another person or persons to act as proxy or attorney in fact for the Association with or without discretionary power and/or power of substitution, at any meeting of members or shareholders of any other corporation or organization, any of whose securities are held by the Association.
Section 9.5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Association.
Section 9.6. Corporate Records. The original or attested copies of the Certificate of Incorporation, By-laws and records of all meetings of the incorporators, Members and the Board of Directors, which shall contain the names of all Members and their record addresses, shall be kept at the principal office of the Association or at the office of its counsel.