Constitution of the
AMERICAN SOCIETY OF GAS ENGINEERS
(Incorporated May 11, 1955)
Constitution Adopted November 20, 1954
Article I Name
1.1 The name of the organization is the American Society of Gas Engineers.
1.2 It is a non-profit technological society incorporated under the laws of the State of Ohio.
1.3 “Society” as used in this Constitution means American Society of Gas Engineers.
Article II Objectives
2.1 The general objectives of the Society are to promote the education and professional improvement of its members and to make available to the public technical and scientific information and knowledge. The efforts of the Society shall be devoted to the expansion, furtherance, and improvement of the gas industry.
2.2 The objectives of the Society shall be accomplished by:
2.2.1 Advancing the theory and practice of gas engineering and of the allied arts and sciences;
2.2.2 Promoting a broader understanding of industry challenges and requirements;
2.2.3 Providing forums and media through which experience and information which are of common interest and benefit to the gas industry may be reported, discussed and published for the common good;
2.2.4 Encouraging research and imagination for the improvement of gas appliances and accessories;
2.2.5 Offering awards and other honors to encourage and recognize meritorious contributions to the industry and to the Society;
2.2.6 Encouraging students and young engineers to enter the gas industry or a related field by publicizing its opportunities;
2.2.7 Promoting the maximum utilization of gas in all possible, reasonable and sound engineering ways in the interest of the environment and conservation.
Article III Ethics
3.1 Members of the Society shall adhere to recognized ethical standards, maintaining a high level of professional conduct. They shall discharge their duties to their employers, to clients, and to the public with fairness to all.
Article IV Membership
4.1 To be eligible for election to membership in the Society, a person must be of good moral character and in good business and community standing, and must be engaged in the field of gas engineering or interested in the advancement thereof, and must be qualified for a particular category of membership as defined by the Bylaws of the Society.
Article V Admission, Transfer and Expulsion of Members
5.1 Each application for membership shall be made in such form as may be prescribed by the Society. Payment of an initiation fee shall be required in a manner consistent with the form of application.
5.2 Each application for membership shall be referred to the Admissions and Membership Committee for classification in accordance with the provisions of Article IV and the Bylaws of the Society. If a majority of the Committee approve the application, the Society and the applicant shall be notified of their election and classification. Any membership shall date from the date of election. Dues shall begin on the first day after election. Dues shall initially be pro-rated for the remainder of the fiscal year, determined by the Bylaws.
5.3 If an applicant for any class of membership fails to be elected, the applicant, and the Board of Directors shall be notified immediately. The applicant may appeal the decision of the Admissions and Membership Committee to the Board of Directors. No announcement of non-election of a prospective Member shall be made by the Board of Directors.
5.4 Any new member, upon payment of any fee established therefore, shall be entitled to Certificate of Membership duly executed and shall be privileged to wear the Emblem of the Society.
5.5 Any member who qualifies for a new or additional classification of membership may apply to the Admissions and Membership Committee for reclassification. The name of the member and the new classification shall be published if approved by the majority of the Committee.
5.6 A former member of the Society may make application for reinstatement at any time. Such application and subsequent re-election shall be subject to the same procedure as that of a new member, except that the applicant shall not be required to pay an initiation fee.
5.7 Expulsion or suspension from membership in the Society for cause shall be at the sole discretion of the Board of Directors after due consideration of the facts. A member shall have right to present a written defense and/or appear in person before the Board at a mutually agreed upon time.
5.8 Any member who has not paid dues by May 31 of the fiscal year in which they were due shall be considered as having resigned, and shall, lose all privileges of membership including voting rights, the right to attend meetings of the Society, and the right to receive any Society publications. The Executive Director shall notify the Board of Directors of any members of the Society who are deemed resigned for non-payment of dues.
Article VI Officers
6.1 The officers of the Society shall be President, Vice-President, Executive Director, and Treasurer. The President, Vice-President, and Treasurer shall be elected as provided in Article VII. They shall hold office for two years. The Executive Director shall be appointed by the Board of Directors. The appointments may be reviewed every other year by the Board of Directors. All elected officer vacancies shall be filled by appointment by the Board of Directors to complete unexpired terms.
6.2 The affairs of the Society shall be managed by the Board of Directors under this Constitution and the general provisions of the laws under which it is incorporated.
6.3 The Board of Directors shall consist of the three elected officers, the Executive Director, the two past Presidents most recently retired, and two Directors elected from the Voting Membership. The elected Directors each serve a four year term. Such terms shall alternate on a two year cycle.
Article VII Election of Officers
7.1 The Nominating Committee shall be constituted at the annual Board of Directors meeting held in even numbered years and shall consist of three voting members appointed by the President. The Executive Director of the Society shall be the Secretary of the Nominating Committee without voting power.
7.2 Not later than 150 days before the annual Board meeting held in odd numbered years, the Executive Director shall mail a written notice to all Voting Members requesting nominations. The Executive Director shall report the results of this poll to the Nominating Committee not later than 90 days before the above referenced meeting. The Nominating Committee shall then announce the slate of candidates to the general membership.
7.3 At least 60 days before the annual Board meeting held in each odd numbered year, the Executive Director shall mail to all qualified voters an official ballot on which are to be listed the candidates. The ballot, in order to be counted, shall reach the Executive Director not later than 30 days before the annual Board meeting of that year.
7.4 The ballots shall be opened and counted by the Executive Director and at least one member of the Board of Directors. The Executive Director shall prepare a report of the results of the vote. This report shall be distributed to the Board of Directors and all candidates involved in the election. The presiding officer at the ensuing Annual Meeting shall declare duly elected, the eligible persons receiving the greatest number of votes for the respective offices.
7.5 Any Director or elected officer may be removed from office at any time, for causes deemed sufficient, as determined by two-thirds of the ballots cast by the voting members of the Society.
Article VIII Duties and Responsibilities of Officers
8.1 The Board of Directors, in general, shall direct the business of the Society, either themselves or through the officers, committees, and employees. They shall be the legal representatives of the Society.
8.2 The Board of Directors shall direct the investment and care of funds of the Society, but shall not incur indebtedness beyond the assets of the Society. They shall establish policies for the Society, its officers, committees and employees. They shall act upon all questions of admission appeals and on all questions of expulsions of members.
8.3 The Board of Directors shall prepare and adopt regulations and bylaws under this Constitution and shall make such changes in the regulations and bylaws as they shall determine to be advisable in the best interests of the Society and its members. They shall administer the affairs of the Society and perform such acts, not in conflict with these articles and amendments thereto, as their judgment will promote the wellbeing of the Society and the members thereof. All actions of the Board of Directors shall be approved by a seventy-five percent (75%) majority of the members. Voting of the Board may be either by meeting or by letter ballot.
8.4 A Board Member may not be represented by another person, but may vote by letter upon any matter scheduled for consideration before a duly called meeting of the Board. The letter must be received by the President or Executive Director of the Society prior to the start of the meeting.
8.5 Duties of the Presidents The President shall be responsible to the Board of Directors for:
- Conducting all corporate meetings of Officers and Directors and the coordinating of all committees.
- Appointment of the chairs for the following Committees:
- Admissions and Membership
- Constitution and Bylaws
- Policy and Planning
- Certified Gas Engineers
- Newsletter and Internet Website
- 3. Direction of all national committees and reporting on their activities to the Board.
- Communicating through the Executive Director’s office to bring items of interest and importance to the attention of the membership.
- Authorizing and signing checks as may be required by the Treasurer’s Office.
- Preparation and presentation of the annual report of the activities of the Society.
- Preparation for, scheduling of, and overall arrangements for a National Conference and the Annual Board of Directors Meeting.
8.6 Duties of the Vice-President The Vice-President shall be responsible to the President for:
- Conducting all duly scheduled corporate meetings of the officers of the Board of Directors of the Society in the event of the absence of the President.
- Assuming the duties of the President in the event of the resignation or incapacity of the President until such time as the vacancy is filled by the Board.
- Serving as a member of the Technical Committee.
8.7 Duties of the Treasurer The Treasurer shall be responsible to the Board of Directors for:
- The financial policy and planning of the Society.
- Recommending annually a budget for the Society.
8.8 Duties of the Executive Director The Executive Director shall be responsible to the Board of Directors and the President for:
- All the business, operating, and financial affairs of the Society.
- Providing and authorizing officer signatures and resolution statements for banks.
- The duties delegated to this position in the Bylaws.
Article IX Committees
9.1 The following standing committees shall be appointed as provided in this section:
- Admissions and Membership
- Constitution and Bylaws
- Policy and Planning
- Certified Gas Engineers
- Newsletter and Internet Website
The President shall appoint the chairs of the standing committees as may be specified by the Bylaws or by resolution of the Board of Directors.
9.2 All committees shall be directly responsible to the President of the Society, shall act under the President’s direction and perform such duties and have such powers as specified in this Constitution, in the Bylaws, and as delegated to them by the President or the Board of Directors. The Board of Directors may, at any time, at their own discretion, remove any or all members of all standing committees and appoint others. The terms of the members of all standing committees shall be two years and coincide with that of the President who appointed them. Any special committee shall be discharged upon the completion of its assignment.
Article X Meetings
10.1 There shall be an Annual Meeting of the Board of Directors. The date and place of the Annual Board Meeting shall be set by the Board of Directors. At this meeting, a report of the Society for the past fiscal year shall be submitted by the President to the Board of Directors. This report shall be verified by the Executive Director and approved by the Board of Directors. It shall include all essential facts bearing upon the status of the Society. This report shall be filed with the records of the Society and an abstract thereof entered in the minutes of the Meeting. In the odd numbered years, the vote for the Officers and Director for the ensuing two year period shall be announced. Any other business may be brought before the Board and transacted at this meeting. Notice of the Annual Board Meeting shall be sent to all Board Members at least thirty days in advance.
10.2 Other meetings may be held as provided for in the Bylaws.
10.3 Robert’s Rules of Order shall govern the procedure at meetings of the Society and of the Board of Directors, when not in conflict with the Constitution and Bylaws of the Society.
10.4 Five members of the Board of Directors personally present shall constitute a quorum for the transaction of business at any meeting of the Board. Eight voting Society members personally present shall constitute a quorum for the transaction of business at any meeting of the Society.
Article XI Amendments
11.1 Amendments to this Constitution may be proposed by means of petition signed by not less than twenty-five percent of the voting members and submitted to the Executive Director or by means of a Resolution adopted by the Board of Directors. A copy of such amendment or amendments shall be submitted to legal counsel by the Board of Directors, and if, in the opinion of such counsel, they are in accordance with the laws under which the Society is organized, a copy shall be mailed, with a letter ballot, to each voting member.
11.2 Votes to be considered shall be received within 30 days from the date of mailing by the Executive Director. The votes shall be counted by the Executive Director and at least one other member of the Board of Directors. The Executive Director shall make a report to the Board of Directors. If seventy-five percent (75%) or more of the members voting declare themselves in favor of the proposed amendment or amendments, the same shall become a part of the Constitution.
11.3 Amendments shall take effect at such time as may be therein designated, or if no time is designated, 60 days after their adoption.
11.4 Without changing their import, the Board of Directors may rearrange and renumber the various sections of the Constitution so as to serve the purpose of better reference thereto.
11.5 The Executive Director shall print copies of the amendments as soon as practicable after adoption, and distribute copies of these amendments to each member.
Article XII Dissolution
12.1 In the event that the Society is dissolved for any reason whatsoever whether voluntary or involuntary, all the assets and property of the Society after payment of all its debts shall be liquidated and donated to a non-profit organization (as defined in Section 501 of the Internal Revenue Code of 1986 or its successor) involved in gas research, development or education in the name of the Society. The Board of Directors shall determine the recipient of this donation.