revised 6/96
The name of this organization shall be the International Council on Systems Engineering San Francisco Bay Area Chapter, hereinafter designated as the INCOSE SFBAC. The INCOSE SFBAC shall be an authorized local chapter of the International Council on Systems Engineering, hereafter referred to as the COUNCIL, as provided for by Article V, Section 4 of the COUNCIL Bylaws.
The purpose of the INCOSE SFBAC is to foster the definition, understanding, and practice of world class systems engineering in industry, academia, and government.
The objectives of the INCOSE SFBAC are to provide a focal point for dissemination of systems engineering knowledge, and through its involvement with the COUNCIL to:
1. promote collaboration in systems engineering education and research;
2. assure the establishment of profession standards for integrity in the practice of systems engineering;
3. improve the professional status of all persons engaged in the practice of systems engineering;
4. encourage governmental and industrial support for research and educational programs that will improve the systems engineering process and its practice; and
5. promote INCOSE SFBAC activities with industry, government and academia within the geographical area of INCOSE SFBAC.
(a) The INCOSE SFBAC encourages conferences, workshops, seminars and courses, and may sponsor or co-sponsor such events as appropriate.
(b) The INCOSE SFBAC will provide its members with a newsletter and may initiate bulletins and electronic bulletin boards when feasible to improve the dissemination of the systems engineering knowledge base.
(c) The INCOSE SFBAC will take actions to increase research and educational activities that enhance the practice of systems engineering.
Any member who is accepted by the COUNCIL may elect to be a member of the INCOSE SFBAC.
INCOSE SFBAC shall follow the membership policies of Article 1 of the COUNCIL Bylaws.
The affairs of the INCOSE SFBAC shall be managed by the Board of Directors under such rules as the Board of Directors may determine, subject to the specific conditions of these Bylaws.
The Board of Directors shall consist of the President, Vice-President/President-Elect, Treasurer, Secretary, recent Past President, and between five and fifteen at-large Directors. The specific number of directors for the next election period may be modified by a vote of the Board of Directors to accommodate changing needs of the organization.
The Board of Directors shall take the necessary actions to provide the day-to-day operations and management of the INCOSE SFBAC. Under this responsibility the Board of Directors may, at its option approve appointment of an administrative staff or approve contracting the administrative function.
The President shall have general supervision of INCOSE SFBAC affairs. The President shall preside at INCOSE SFBAC meetings and at meetings of the Board of Directors. The President shall represent the INCOSE SFBAC with the COUNCIL.
The Vice-President/President-Elect shall assist the President and shall assume the duties of the President when the President is unable to perform these duties. The Vice-President/President-Elect shall succeed to the position of the President upon completion of her/his term of office or if the President resigns.
The Treasurer shall be responsible for the financial affairs of the INCOSE SFBAC. The Treasurer shall receive all funds paid to the INCOSE SFBAC and shall approve payment of all bills incurred by the INCOSE SFBAC as approved by the Board of Directors. The Treasurer shall make an annual report on the financial affairs of the INCOSE SFBAC to the INCOSE SFBAC membership and to the COUNCIL.
The Secretary shall prepare minutes of all meetings of the INCOSE SFBAC and the Board of Directors and shall maintain all permanent records. The Secretary shall provide communication between the Board of Directors, the INCOSE SFBAC membership, and the COUNCIL.
The Officers and Directors of the INCOSE SFBAC shall serve terms of office as defined in the Bylaws.
All questions coming before the INCOSE SFBAC, its governing body and committees, shall be decided by a majority of the votes cast, except as otherwise provided in these Bylaws.
Ballots shall be used when recommended by the Board of Directors in voting on INCOSE SFBAC matters. Unless otherwise specified in these Bylaws, vocal or "show-of-hands" voting shall be used in meetings.
All members not in arrears for dues, and otherwise in good standing, may be present and participate in the discussions or proceedings of any membership meetings, and may vote on all matters in such meetings.
Each member shall be entitled to one vote on questions submitted to the membership.
Robert's Rules of Order, Revised, where applicable, shall determine the conduct of business in all meetings of the INCOSE SFBAC, its governing body and committees, except when inconsistent with these Bylaws.
Nominations for Officers and Directors and the election process are the responsibility of the Nominations and Elections Committee. Nominations for Officers and Directors for the following year shall be received by the Nomination and Election Committee at least 30 days before mailing of ballots. The Nomination and Elections Committee shall prepare and validate a slate of candidate of candidates for open offices and will mail ballots to all members. Balloting by mail will commence on 1 October through 30 October with results available by 1 December.
Officers and Directors shall be elected by a majority of INCOSE SFBAC members voting.
The Officers and Directors shall serve for one year, the term of office to begin at the first INCOSE SFBAC meeting held after 1 January.
Vacancies will be filled by nomination of the President and approval of the Board of Directors.
(a) Program meetings or other membership meetings shall be held at least quarterly.
(b) The organization of INCOSE SFBAC membership business meetings and program meetings shall be the responsibility of the Program Committee.
(c) Meetings of committees and subcommittees shall be the responsibility of the respective committee and subcommittee chair people and members.
(d) At any meeting of INCOSE SFBAC, the order of business shall be in accordance with an agenda distributed in advance.
(a) Special meetings can be scheduled by the Program Subcommittee or the Board of Directors.
(b) Each registrant at a special meeting may pay a registration fee to be fixed by the Program Committee.
(a) The Board of Directors shall hold meetings at least twice a year.
(b) At meetings of the Board of Directors a quorum shall consist of a simple majority of the total Board of Directors.
There shall be a Program Committee. Other functional committees may be formed by the Board of Directors as deemed in the best interest of the INCOSE SFBAC. Committees shall be reviewed annually relative to their objectives and effectiveness.
Standing committees of the INCOSE SFBAC shall be a Budget and Finance Committee, a Ways and Means Committee, a Nominations and Election Committee, and any other committee established by the Board of Directors.
The Board of Directors may also establish ad hoc committees, such as a Bylaws Committee, as needed.
Chairs of committees will be selected by the President.
The fiscal year of the INCOSE SFBAC shall be from May 1 to April 30, to match the fiscal year of the COUNCIL.
The Board of Directors shall approve and establish, for each fiscal year, a budget of estimated expenditures and receipts.
Members of committees, and the Board of Directors shall not receive compensation in any form for services rendered. The Board of Directors may authorize disbursement for expenses incurred in the accomplishment of INCOSE SFBAC activities.
All income to the INCOSE SFBAC collected by committees or subcommittees, or members of the Board of Directors, will be accounted for, given to the Treasurer and audited by the Treasurer.
The Budget and Finance committee shall assist the Treasurer in establishing operating budgets and providing reports.
The Board of Directors is authorized and empowered in behalf of the INCOSE SFBAC to receive by devise, bequest, donation, or otherwise, either real or personal property, and to hold the same absolutely or in trust, and to invest, reinvest, and manage the same and to apply said property and the income arising therefrom to the objectives of the INCOSE SFBAC. The Board of Directors shall also have the power to allocate funds of the INCOSE SFBAC for the purposes of carrying out the objectives of the INCOSE SFBAC.
The INCOSE SFBAC shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of its funds shall inure to or be distributed to the members of the INCOSE SFBAC. On dissolution of the INCOSE SFBAC, the net assets remaining after payment of all debts shall revert to the COUNCIL within ninety (90) days of dissolution, to be used for charitable and educational purposes.
The Board of Directors shall have the authority to establish awards to recognize individuals and organizations for their achievements in the practice of systems engineering or for their contributions to the INCOSE SFBAC. The qualifications and requirements for such awards, and any associated privilege that may come with such recognition shall be established by the Board of Directors.
Amendments to these Bylaws may be proposed through a Bylaws Committee established by the President, by the majority of the Board of Directors, or by written petition of at least 15% of the active members of the INCOSE SFBAC.
Proposed amendments shall be considered by a Bylaws Committee or by the Board of Directors, which shall report and make recommendations to the membership at large. Proposed amendments shall be submitted by written ballot to the entire membership for approval
Approval of amendments shall be by written ballot presented to the active membership, and requires a 2/3 majority vote by of the membership voting, given that a quorum is exceeded.
For amendment of these Bylaws, a quorum shall be defined as 20 percent of the membership.
A review and update to these Bylaws shall be completed every four years. The Board of Directors will appoint a Bylaws Committee and provide guidance to them.