28 April 1995
ARTICLE I - NAME
The Society shall be called the International Compumag Society and shall be a non-profit making organisation.
ARTICLE II - OBJECTIVES
The Objectives of the International Compumag Society shall be to serve its members in:
- (a) the advancement and dissemination of knowledge about the application of computer methods to field problems having significant electric, magnetic or electromagnetic components;
- (b) the encouragement of improvements in methods for field computation as defined in (a) and in their verification and validation; and
- (c) the promotion of information exchange among members of the Society by any appropriate means of communication (e.g. conferences, workshops, electronic forums, etc.).
ARTICLE III - MEMBERSHIP
Any person who has a reason to be interested or involved in the computation of electric, magnetic or electromagnetic fields may be accepted by the Board for ordinary membership, following delivery to the Board, by the prospective member of an application signed by him/her and in the form prescribed from time to time by the Board.
The membership will be drawn from three Regions broadly defined as:
- (a) Asia, Australasia and Oceania;
- (b) Europe and Africa; and
- (c) North, Central and South America.
The detailed definition of boundaries of each Region shall be defined in the Bye-Laws.
The Society may also, by passing appropriate Bye-Laws, define other forms of membership and establish the associated dues, privileges and voting rights.
The Board shall have the power to remove from membership of the Society any member who brings or threatens to bring the Society into disrepute or otherwise acts in a manner inconsistent with the attainment of the Society's objectives.
ARTICLE IV - THE BOARD
1. Management
The Society shall be managed by the Board, which shall have authority to act on behalf of the Society. The Board shall jointly and severally indemnify the members of the Society who are not also members of the Board in respect of all claims brought by non-members of the Society in relation to the activities of the Society.
2. Composition
The Board shall consist of 25 members, 8 from each Region, who will be elected by the members of their Region, and one Secretary/Treasurer appointed by the Board.
3. Duties and Powers of the Board
- (a) To set policy of the Society in accordance with Article II.
- (b) To elect the Officers as defined in Article V and in the Bye-Laws.
- (c) To approve or disapprove financial actions undertaken by or on behalf of the Society.
- (d) To set membership dues as specified in Article VIII.
- (e) To authorise the establishment of committees to advise the Board on policy and operations of the Society.
- (f) To provide the sponsorship for COMPUMAG and for other conferences and meetings in accordance with Article II.
- (g) To establish services for the Society's members.
- (h) To propose amendments to the Constitution and approve amendments to the Bye-Laws.
- (i) To do such other acts as the Board decides are desirable in order to achieve the Objectives of the Society.
4. Board Meetings
The Board shall meet at least once a year, typically in conjunction with a COMPUMAG Conference or other meeting related to the topic of computational electromagnetics. Not more than eighteen months shall elapse between meetings. The Secretary/Treasurer shall, at least once a year, and any member of the Board may, call a Board meeting, on giving not less than sixty days' notice to the other Board members. A meeting may be held by teleconferencing, or by means of a written resolution copied by mail [fax or E-Mail] to all Board members for signature and returned to the Secretary/Treasurer.
The quorum for a Board meeting (whether held in person, by teleconference or in writing) is thirteen members.
ARTICLE V - OFFICERS
1. Officers
The Officers of the Society are the President, the Secretary/Treasurer, one Vice-President for each Region, except in the President's Region where the President acts as the Vice-President, and one Deputy Secretary for each Region. The Committees of the Society are the Executive Committee and the Nominating Committee. Additional operating officers and committees may be established as specified in the Bye-Laws.
All Officers must be members of the Society. The President, and the Vice-Presidents and the Deputy Secretaries must be duly elected members of the Board. All members of the Executive Committee must be duly elected members of the Board. Membership requirements for the Nominating Committee shall be as specified in Article VI and the Bye-Laws.
2. Duties of the President
The President shall chair meetings of the Board and the Executive Committee whenever he or she is willing and able to do so, and shall, in the case of an equality of votes, have a second or casting vote. The President shall represent the Society externally, but when necessary, can delegate this function to one of the Vice-Presidents. The President shall perform such other functions as may be explicitly provided by the Bye-Laws or as mandated by the Board.
3. Duties of the Regional Vice-Presidents
A Vice-President shall chair at Board and Executive Committee meetings when the President is not willing or able to do so, and shall, in the case of an equality of votes, have a second or casting vote. If only one Vice-President is present, he or she shall chair the meeting; otherwise, the Vice-Presidents shall chair meetings alternately. The Vice-Presidents shall promote the Society in their Regions, act to represent the Society in their Region on behalf of the President, and maintain and sustain contacts and co-operation with sponsoring bodies and learned societies in the Region.
4. Duties of the Secretary/Treasurer
The Secretary/Treasurer is responsible to the Board for the maintenance of the records of the Society, including Minutes of the Board meetings, Society activities, and membership lists. The Secretary/Treasurer shall be responsible for the conduct of the financial affairs of the Society. Each year, the Secretary/Treasurer shall prepare a budget of income and expenses and a report on the financial condition of the Society for submission to the Board for approval, and shall call the annual Board meeting at which the budget and report is to be approved. The Secretary/Treasurer shall perform such other duties as specified in the Bye-Laws and as the Board may assign.
5. Duties of the Deputy Secretaries
The Deputy Secretaries shall assist the Secretary/Treasurer and the Vice-Presidents in carrying out the activities of the Society.
6. Executive Committee
The Executive Committee shall implement the policy of the Board. Actions taken by the Executive Committee must be reported to and approved by the Board. The Executive Committee shall perform such other duties as specified in the Bye-Laws.
ARTICLE VI - ELECTION AND TENURE OF OFFICERS AND BOARD
1. Qualifications
Except for the initial Officers and Board members, all candidates for the offices and the Board shall have been members of the Society for at least two years.
2. Ballot
Board members will be elected by mail ballot as described in Article XII. Officers will be elected by the Board.
3. Term of Office
The term of office for a Board member shall be six years, with terms to be staggered so that twelve members of the Board (not to include the Secretary/Treasurer) shall retire every three years. The first twelve members to retire shall be decided by lot. Retiring Board members shall be eligible for re-election. The term for a Board member will begin on the first day of January in the year following the election.
The term of office for an Officer will be three years except as defined under paragraph 5 of this Article.
4. Nominating Procedure and Election of the Board.
At the annual meeting of the Board, at least one year before the termination of the tenure of the Board members, the Board shall select a Nominating Committee as specified in the Bye-Laws. The Nominating Committee shall have at least 50% of non-Board members.
The Nominating Committee shall prepare a slate of candidates for each Region. The slate of candidates shall have at least six nominees for each Region. The Nominating Committee shall report to the Secretary/Treasurer at least eight months before the termination of the tenure of the outgoing Board members. The proposals of the Nominating Committee shall be promptly announced to the members. The names of the petition candidates may be submitted to the Secretary/Treasurer up to four months before the termination of the tenure of the outgoing Board members. For a nomination by petition to be valid the number of members' signatures shall be as defined by the Bye-laws but shall not exceed 10% of the regional membership. Elections shall be carried out by mail ballot as specified in Article XII and in the Bye-Laws.
In the case where there is an insufficient number of candidates four months before the end of the termination of the tenure of the outgoing Board members, the Board shall nominate candidates to fill the vacancies.
Vacancies arising on the Board between elections may be filed for the rest of the term by vote of the Board at any regularly scheduled Board meeting. Nominations to fill such vacancies may be made by any Board member present at the meeting.
5. Election of the Officers
The election of the Officers shall be held at the first scheduled meeting of the new Board. Notwithstanding any other provision in this constitution the existing officers shall remain in their posts until the end of the first Board meeting.
6. Selection of the Executive Committee
Immediately following the election of the Officers, at the same meeting of the Board, the Board will select an Executive Committee consisting of the President, the Vice-Presidents, the Secretary/Treasurer and additional members of the Board as specified in the Bye-Laws.
ARTICLE VII - SPONSORED EVENTS
The financial obligation of the Society toward any sponsorship must be defined and approved by the Board.
ARTICLE VIII - MEMBERSHIP SUBSCRIPTIONS
The Board shall be empowered to set the annual dues of members of the Society as provided in the Bye-Laws. Any change in dues must be approved by two-thirds of the total Board membership.
ARTICLE IX - PUBLICATIONS AND SERVICES
The Society shall publish a Newsletter at least once a year. The Newsletter shall contain scientific and technical information of interest to the members and shall be used to keep the members informed of the activities of the Society, proposed amendments of the Constitution, enactment of new Bye-laws, and other actions and decisions of the Board. Other publications may also be established or sponsored by enactment of enabling Bye-Laws.
The Society shall provide such other services as the Board may establish through the enactment of enabling Bye-Laws.
ARTICLE X - BYE-LAWS
1. Designation of Bye-Laws
An action of the Board that establishes procedures or rules for meetings, finances, publications, relations with other bodies, or any other functions shall be termed a Bye-Law and shall be so designated at the time of adoption. In the event of an inconsistency between a Bye-Law and this Constitution, this Constitution shall prevail.
2. Establishment and Amendment of Bye-Laws
Any new Bye-Law or amendment to the Bye-Laws must be approved by two-thirds of the total Board membership before adoption. The adoption of the Bye-Law or amendment to the Bye-Laws shall be announced to members in the next Newsletter or by other means.
A proposal for a new Bye-Law or an amendment to the Bye-Laws may be introduced by one of the following methods:
- (a) a recommendation to the attention of the Board by a member of the Board; or
- (b) the receipt by the President of a petition signed by at least 10 members of the Society.
ARTICLE XI - PROCEDURE FOR AMENDMENTS TO THE CONSTITUTION
The Constitution shall only be amended or annulled by a vote of the membership by mail ballot as described in Article XII and in the Bye-Laws.
A proposal for a new Article or an amendment to an existing Article may be introduced by one of the following methods:
- (a) a recommendation by the Board, which must be passed by a two-thirds majority of the Board; or
- (b) the receipt by the President of a petition signed by at least fifty members of the Society or by five percent of the total number of members, of the Society whichever is the greater.
The text of the proposed amendment shall be published in the Society Newsletter for discussion before ballots are mailed. A copy of the proposed amendment shall be included with the ballot.
The adoption of the proposed amendment shall require the affirmative votes of at least two-thirds of the Society members voting.
ARTICLE XII - MAIL BALLOT PROCEDURE
The Secretary/Treasurer shall distribute the ballot and shall specify the address to which the ballots are to be sent and a deadline date not less than eight weeks later than the date of the distribution of the ballots. Ballots must be sent in a sealed envelope bearing the voter's name, and received at the specified address not later than the specified deadline date. Every ordinary member shall have one vote. The counting of the ballots shall be entrusted to Tellers appointed by the President, and the results shall be announced in the Newsletter or by other means to the members.
ARTICLE XIII - LEGAL JURISDICTION AND LEGAL STATUS
This Constitution shall be interpreted according to English law, and the Society shall have the status in English law of an unincorporated association.
ARTICLE XIV - DISSOLUTION OF THE SOCIETY
A proposal for the dissolution of the Society shall be treated as a proposal to amend the Constitution. On dissolution, each member of the Board immediately before the proposal is made shall be liable for an equal share of such of the debts of the Society as cannot be met from the Society's assets. In the event of there being a surplus on dissolution, such surplus shall not be distributed to the members of the Society, but shall be donated to an organisation selected by the Board, and which has similar objectives to the Society.
