(As amended by E-mail ballot on February 29, 2012)
1. The name of this organization shall be the Society of Vacuum Coaters.
The objectives of this Society shall be:
- To unite those engaged in the use and development of the art and technology of vacuum coating.
- To further the application of vacuum coating within the industry.
- To arrange for the collection and dissemination of information relating to vacuum coating and for the discussion, publication and presentation of papers and other contributions.
- To solicit, receive and distribute funds for accomplishing the objectives listed herein.
- There shall be two classes of membership in the Society consisting of: active member and life member.
- An active member shall be an individual who is interested in and endorses the objectives, policies and activities of the Society and whose dues are current.
- Life membership may be conferred upon any person following approval by a majority vote of the Board of Directors.
- Application for membership shall be in writing on a form approved by the Board of Directors.
- The officers of the Society shall be: a President, a Vice President/President-Elect, a Secretary and a Treasurer.
- The officers shall be elected bi-annually for a two-year term by a secret ballot of the membership. A quorum of the membership must vote in order for the election to be valid. The candidate for each office with the greatest number of votes will be elected.
- Officers may be re-elected for any number of consecutive terms, except for the offices of President and Vice-President/President-Elect, which may not succeed themselves.
- The Board of Directors may authorize the appointment of other personnel as may be required to carry out Society business.
- The elected officers of the society shall hold office until their successors have been elected and installed. Any vacancies prior to the end of an elected term will be filled for the remainder of the term by a vote of the Board of Directors.
ARTICLE V—The Board of Directors
- The President, Vice President/President-Elect, Secretary, Treasurer, Immediate Past President and up to eleven (11) other members shall constitute the voting members of the Board of Directors. In addition, the Executive Director shall serve as an ex-officio, non-voting member of the Board.
- The Board of Directors shall be comprised of active and life members who represent a cross section of organizations whose products or services are related to vacuum coating. This cross section shall be balanced to promote, effectively, the objectives of the society outlined in Article II.
- The members of the Board of Directors, excepting the President, Vice President/President-Elect, Secretary, Treasurer, and immediate Past President, shall hold office in staggered terms, up to three years. Directors may serve a maximum of two consecutive three-year terms. Vacancies due to any cause other than the end of the elected term of office may be filled by the Board of Directors.
ARTICLE VI—Nomination and Election of Officers and the Board of Directors
- The Nominating Committee shall be comprised of the immediate past president as chair, plus three members of the Society selected by the chair of the nominating committee to represent all constituencies of the Society. The nominating committee shall prepare a slate of candidates for each of the officer or board positions being vacated at the end of an elected term of office. Candidates for officer positions must be current or past Board members. The number of candidates for the position of: Vice President/President Elect and Secretary shall be at least two; for Treasurer shall be at least one; and for Board Director shall be larger than the number of open positions by at least one.
- The slate of candidates for officer positions must be provided to the Secretary of the Society not later than February 28 of the year prior to the year in which new officers will take office to enable the Secretary of the Society to notify members of the slate of officers by March 31 of that year. The slate of candidates for open Board positions must be provided to the Secretary of the Society not later than July 31 of the year prior to the year in which the new Board members will take office to enable the Secretary to notify the membership of the candidates by August 31 of that year.
- Additional nominations may be made by petition of the members or by the board of directors. Each nominating petition of the members must be signed by at least 1% of the members of the society. Board nominations must be approved by a majority vote of the Board. Additional nominations must be submitted to the Secretary of the Society within thirty (30) days of distribution of the Nominating Committee slates to the membership (April 30 for additional Officer nominations; September 30 for additional Board nominations).
- Ballots of all nominees submitted to the Secretary of the Society, including those submitted by the Nominating Committee, by petition of the members and by vote of the Board of Directors, shall be prepared and distributed by the Secretary to the membership. Ballots for Officers shall be distributed not later than June 1 of the year prior to the year in which new officers will take office. Ballots for Directors shall be distributed not later than November 1 of the year prior to year in which new directors will take office.
- All candidates shall be nominated with the candidate’s consent.
- All candidates must be active or life members of the Society.
- The officer position(s) being vacated by the end of the elected term of office shall be filled by a plurality vote, through secret letter balloting of the members of the Society, prior to June 30 of the year that precedes the start of the term in office. In the case of a tie, a runoff election by the members will be held. If less than a quorum of the membership votes in a given election, the board will elect the officers.
- The board of director position(s) being vacated by the end of the elected term of office shall be filled by a plurality vote, through secret letter balloting of the members of the Society, prior to December 31 of the year that precedes the start of the term in office. In the case of a tie, a runoff election by the members will be held. If less than a quorum of the membership votes in a given election, another election will be held.
- A valid vote is one that is received in the Society’s administrative offices not later than the end of the designated voting period. Votes may be submitted in either written form or by electronic mail.
- The nominating committee shall appoint two or more people to count the valid votes and collate the election results.
- The results of the election will be announced at the Society’s annual business meeting.
- The Board of Directors or the President may establish permanent and ad hoc committees for the purpose of carrying out the objectives of the Society.
ARTICLE VIII—Membership Dues and Registration Fees
- The Board of Directors shall fix the membership dues and registration fees as required.
ARTICLE IX—Property and Disposition of Funds
- The Society shall be entitled to immediate possession of any and all property of the Society in the custody of a member of the Society upon that member’s resignation or otherwise ceasing to be a member.
- No part of the income or assets of the Society shall be divided among the members in any manner.
- In case of the dissolution of the Society, the Board of Directors shall distribute any funds, securities, or other assets to or among any recognized, chartered, non-profit, educational institutions engaged in research or instruction in the art of vacuum technology as applied to coating, at its sole discretion.
- An annual business meeting shall be held each year at a time and place designated by the Board of Directors. Other meetings may be held as required and so designated by the Board of Directors.
- To conduct business at any meeting of the members, a quorum consisting of at least ten percent (10%) of the total active and life members must be in attendance in person or by proxy.
- The Board of Directors shall recommend and approve amendments to the Constitution prior to presentation of amendments to the members.
- Proposals to amend the Constitution may be presented to the membership by mail ballot or at the annual business meeting of the members. Amendments to be presented at the annual business meeting shall be submitted in writing to the Secretary at least ninety (90) days before the annual business meeting and shall be distributed to the membership before the annual business meeting.
- Approval of amendments to the Constitution requires a two thirds vote of the members at the annual business meeting at which a quorum is present or a two thirds vote of members returning mail ballots provided that a minimum of 10% of the eligible members return ballots.
- The Board of Directors is empowered to adopt such Bylaws as are deemed necessary for the proper governing of the society and do not conflict with the constitution.
- The fiscal year of the Society is inclusive from January 1 to December 31.
(As amended by E-mail ballot on February 29, 2012)