Draft Bylaws Revisions

From Los Angeles ACM Chapter Wiki

Chapter Bylaws
From Los Angeles ACM Chapter Wiki
BYLAWS
of
THE LOS ANGELES CHAPTER
of
THE ASSOCIATION FOR COMPUTING MACHINERY
March 2001 (Replacing October 1999 Version)

(with draft amendments made May and August, 2009, & some clean-up)

Contents

I. GENERAL

A. Name
This organization shall be known as the Los Angeles Chapter of the Association for Computing Machinery, Inc. (ACM).

B. Purpose
The Chapter is organized and will be operated exclusively for educational and scientific purposes. The purpose shall be to advance the art, science, engineering, and application of information technology, serving both professional and public interests by fostering the open interchange of information and by promoting the highest professional and ethical standards.

C. Meetings
Public Chapter meetings as deemed appropriate shall be held each year to promote the free interchange of information, in the best scientific tradition, about such machinery and computing techniques. The Chapter may hold meetings only in places that are open to all members of the ACM.

D. Area of Service
This Chapter will serve persons who live or work in the greater Los Angeles, California, metropolitan area.

E. Charter
This Chapter is chartered by the ACM. These bylaws neither supersede nor abrogate any of the Bylaws of the ACM that regulate Chapter affairs.

F. Terminology
In the case of conflict between names referring to entities present both in the Los Angeles Chapter of the ACM (LA ACM) and in other organizations, use of the unqualified term shall refer to the Los Angeles Chapter.

II. MEMBERSHIP AND DUES

A. Membership
Membership shall be open to all persons who subscribe to the purposes of the LA Chapter of the ACM.

B. Application Procedure
Applicants for membership shall submit their applications to the Chapter. The Records Controller shall add the names of the qualified applicants to the membership list as soon as practicable.

C. Classification
There shall be one type of member, voting member, with full voting rights.

D. Dues
Each Chapter member shall pay annual dues as fixed by the Council. Dues may be modified at most once per year. Notification of intent to change dues shall be published in the two issues of the DATA-LINK preceding the meeting at which the vote will be taken. The dues shall be payable in advance to the Treasurer when application for membership is made. Dues for the second and later years shall be payable to the Treasurer on the anniversary date applicable to the Chapter member. The anniversary date shall be the first day of the first month following the receipt of application for membership. Each membership year shall commence with the anniversary date. The Treasurer or the Treasurer's agent, as may be duly authorized by the Council, shall notify each Chapter member by mail (via USPS and/or email) at least one month before each anniversary date that dues are payable for the succeeding membership year. After such notification, any Chapter member who is delinquent in paying dues after the anniversary date shall no longer be a member of the Chapter.

III. OFFICERS AND COUNCIL

A. Governing Body
The Council shall be the governing body and shall consist of the LA ACM Chair, Vice-Chair, Secretary, Treasurer, Members-at-Large, most recent Past Chair, and Committee Chairs. The Committees are identified below in Article III, Section E. The number of Members-at-large shall be at least two, unless determined otherwise by Council. The number of additional Members-at-large beyond the minimum of two shall be not more than one for every additional two hundred fifty (250) Chapter members (or fraction thereof) above 500 members.

B. Elected Members
These shall be the Chair, Vice-Chair, Secretary, Treasurer, and Members-at-Large. The most recent Past Chair shall also be considered an elected member. The elected members are the Officers of the Chapter.

C. Terms
The terms of office for the elected members of the Council shall be one year ending June 30, except as provided in Article VII, Section F. The Vice-Chair shall automatically succeed to the office of Chair for the following term.

D. Qualifications
All elected officers must be voting members of the Los Angeles Chapter and voting members of the ACM. Every candidate for elected office must be a voting member of the Los Angeles Chapter and must either be a voting member of ACM or agree to join ACM as a voting member if elected.

E. Committees

1. Types of Committees
Committees of the Chapter shall be of three types: Standing, Ad-Hoc, and Technical Activity Committees, as described below.

2. Appointment
The Chapter shall have the Committees described below. Chairs of all Standing and Ad-Hoc Committees shall be appointed by the Council and may be replaced by the Council at any time. Except where otherwise provided herein, all members of each Committee shall be appointed by the Committee Chair. In addition to those listed, the Council may appoint and dissolve other Ad Hoc Committees as required.

3. Standing and Ad Hoc Committees
Standing Committees are established by Council and have continuing long-term purposes. Ad Hoc Committees may be established by Council with short-term purposes and are dissolved after their duties are performed. These Committees and their duties shall be:

a. ACM Representatives -- The ACM Representatives Committee shall consist of Chapter members whose work brings them into frequent contact with other Chapter members or potential members. Its Chair shall endeavor to obtain at least one such representative in each large organization involved with Information Technology and computing techniques in industry, government, and academia. The Committee members' duties shall be to represent the Chapter in contacts with their associates and to make known to the Council the relevant opinions of the Chapter members with whom they are associated. The ACM Representatives Chair shall coordinate the activities of the Representatives.

b. Program -- The Program Committee shall arrange the programs for the Chapter meetings. This shall include contacting speakers and coordinating with the Arrangements Chair to ensure that speakers' requirements are met. Also, the Program committee may assist the Education Committee with special activities as appropriate.

c. Membership -- The Membership Committee shall be responsible for obtaining new members, ensuring that Chapter members retain their membership, and recommending activities which will enhance the value of membership in the Chapter.

d. Records Controller -- The Records Controller shall maintain the membership database of the Chapter, supplying rosters, mailing lists, etc., when authorized by the Council. The Records Controller shall be responsible for keeping full membership records of the Chapter.

e. DATA-LINK -- The DATA-LINK Committee shall edit, publish, and distribute to each Chapter member the DATA-LINK, a periodic newsletter of activities of the Chapter and any other appropriate activities concerned with computing and Information Technology. The DATA-LINK Editor, Production Manager, and Business Manager shall be the minimum Committee membership and shall serve as co-Chairs of the Committee.

f. Publicity -- The Publicity Committee shall be responsible for publicizing the activities of the Chapter by means other than in the DATA-LINK or on-line (ie, via email or on the LA ACM Website, Wiki, or Blog).

g. Education -- The Education Committee shall provide programs that are designed to raise the level of competence of the membership and shall provide the leadership required to improve the understanding of the computing profession by the community at large. This shall include arranging special events such as Professional Development Seminars (PDSs).

h. Government -- The Government Committee shall observe the management of the Chapter with regard to compliance with the existing bylaws, the adequacy of such bylaws, and the handling of any informal precedents. It shall study all proposals for changes to the bylaws and procedures and make recommendations as appropriate, and coordinate with the Secretary for approval and notification of any bylaws changes. This Committee shall also maintain a manual containing policies to aid the Council in the proper administration of Chapter affairs and procedures describing the responsibilities of Council members and others performing Chapter services. The Government Committee shall make the bylaws, policies, and procedures available to members of the Council and interested Chapter members.

i. Arrangements -- The Arrangements Committee shall be responsible for arranging the physical facilities for Chapter meetings. This shall include reserving the rooms for Chapter meetings, coordinating with the Program Committee to ensure that speakers' requirements are met, and as appropriate, taking reservations and making arrangements for dinners at the Chapter meetings.

j. Awards -- The Awards Committee shall review the activities of the Chapter members and the organizations associated with the Chapter to select those who have rendered outstanding services in areas related to the purpose of the Chapter. Such selectees shall be honored in a manner deemed appropriate by the Council as recommended by this Committee.

k. Nominating -- The Nominating Committee shall provide to the Council a slate of nominees in accordance with the provisions of Article VII. This Committee shall consist of a Chair and at least four other Voting members.

l. Audit -- The Audit Committee shall be responsible for auditing the finances of the Chapter at the beginning of the Fiscal Year, and for verifying the accuracy of the Financial Report prepared by the Treasurer.

m. Liaison -- The Liaison Committee shall be responsible for communication between the Los Angeles Chapter and other elements of ACM such as local SIGs and student chapters, as well as other professional organizations such as the Computer Society of the Institute of Electrical and Electronics Engineers (IEEE/CS) and the Association for Informatioin Technology Professionals (AITP).

n. Web Master -- The web Master shall be responsible for maintaining accurate data in a website, forum or information base (e.g., Wiki or Blog). The Web Master is also responsible for collaborating with ACM Headquarters to develop new and appropriate forums and information services.

o. Excellence Committee -- The Excellence Committee shall be responsible for advising the Council in areas such as those covered by the ACM Chapter Excellence Program; for example, setting Chapter goals, advising what to communicate with the members, and serving as a forum for generating new ideas. It also shall be responsible for providing a quality assurance function, periodically auditing the procedures of the Committees and offices versus the Chapter Bylaws and other regulations and ACM guidelines.

4. Technical Activity Committees
The Chapter shall establish Technical Activity Committees (TACs) in accordance with the provisions of Article IV to encourage the Chapter members to focus on specialized technical areas.

IV. TECHNICAL ACTIVITY COMMITTEES

A. General
1. The Chapter establishes Technical Activity Committees that pursue specialized technical interests, which exist until dissolved by Council. They shall be called Technical Activity Committees (TACs), Chapter-affiliated Special Interest Groups (SIGs), or any other appropriate name, as determined by the TAC. For simplicity, they shall be referred to in these bylaws as TACs.
2. Membership in a TAC shall be open only to members of the Chapter.

B. Establishment
1. Establishment of a TAC shall be approved by a two-thirds vote of the LA ACM Council. The Chapter Chair shall act in the establishment (and if necessary, dissolution) of a TAC with the knowledge and approval of Council.
2. A TAC shall be considered for approval upon written request from at least five Voting members who express interest in actively supporting the TAC. The petition shall contain the specific objectives of the TAC and a suggested name, an acronym, a set of operating rules regarding officers and their elections, and a proposed budget.
3. The LA ACM Council shall appoint a TAC pro-tem Chair and Secretary to serve until elections can be carried out.

C. Management and Finances
1. Each TAC shall provide the Chapter with annual reports as follows:
a. Before the October Council meeting, the TAC shall furnish the Treasurer with an annual budget for the current fiscal year. Any collection or expenditure of funds by a TAC beyond the approved budget must be approved by the Council in advance of its occurrence.
b. At the October Council Meeting, the TAC shall report to the Council on membership, officers, activities, and future plans. At this time, the Council shall reexamine the viability of each TAC, and begin dissolution procedures, if the examination indicates this is necessary.
2. Should its reports or other evidence be deemed good and sufficient reason, the LA ACM Council may, by two-thirds vote, remove any of the elected or appointed officers of a TAC and call for a new election or appointment. A proposal for such removal must be placed on the Council agenda at least thirty days prior to a vote on the proposal, and the LA ACM Secretary must notify the Chair of the TAC concerned in writing at the time the matter is placed on the agenda. The TAC Chair will be given the floor at the LA ACM Council meeting at which action is to be taken, but should the TAC Chair fail to appear or to send a representative, the vote may be taken in the Chair's absence.
3. Funds for TACs shall be managed on behalf of the TAC by the Chapter as part of its funds.

D. Transition to Independent ACM Chapter
1. The Chapter will aid any TAC that indicates a desire to become an independent Special Interest Chapter (SIC) under the provisions of the bylaws of the ACM. However, the Chapter shall not preclude the concurrent existence of a TAC and an independent chapter serving the same area of specialized technical interest, if that is the desire of the TAC.
2. The Chair of the TAC shall inform Council of the initiation of the effort to become an independent SIC.
3. When the Chair of the TAC presents to Council: (a) materials indicating that ACM has chartered the SIC and (b) materials indicating that the TAC members have approved dissolution of the TAC, the Council shall:
a. Conduct a vote to formally dissolve the corresponding TAC.
b. Conduct a vote to authorize the Chapter Treasurer to release to the new SIC all assets of the corresponding TAC, after payment of any outstanding TAC debts.
c. Request the Records Controller to release to the new SIC the membership information of LA ACM Chapter members who were members of the corresponding TAC.
4. The Chapter shall continue to cooperate with new Special Interest Chapter so as to best serve the goals of the ACM within the geographic area served by the Chapter.

E. Dissolution
1. Should a TAC become inactive, by virtue of having lost membership or failing to hold meetings or special programs, or to conduct any type of activity within a reasonable period, the Council may act by a two-thirds vote to direct the LA ACM Chair to dissolve the TAC. A proposal to withdraw recognition must be placed on the Council agenda at least thirty days prior to a vote on the proposal, and the Secretary must notify the Chair of the TAC concerned in writing at the time the matter is placed on the agenda. The TAC Chair will be given the floor at the Council meeting at which action is to be taken, but should the TAC Chair fail to appear or to send a representative, the vote may be taken in the Chair's absence.
2. In the event of the dissolution of the TAC under any circumstance other than the transition to an independent Special Interest Chapter chartered by the ACM, all assets of the TAC shall remain the property of the LA ACM. Any contributions provided to the TAC by ACM sponsors may be returned to the sponsors out of these assets at the sponsor's request, provided those contributions were made within one year of dissolution.

V. MANAGEMENT

A. General

1. Temporary Chair
In the event that neither the Chair nor the Vice-Chair can personally act, the Council may elect a Temporary Chair from its membership who is authorized to perform the Chair's duties during the period of incapacity of the Chair and Vice-Chair. The tenure of the Temporary Chair shall be at the discretion of the Council but in no event shall it exceed the elected Chair's term of office.

2. Meetings and Reports
The Council shall manage the affairs of the Chapter at regularly scheduled meetings and at ad hoc electronic meetings. Each electronic meeting will address only one specific topic. An annual report on the activities and finances of the Chapter shall be made to the members in June and to the ACM, as required by the Bylaws of the ACM.

3. Quorum
At least half of the total Council membership, including at least half of the elected officers, shall constitute a quorum. At an electronic meeting, decisions will be based on the required fraction of the total Council membership. Here and elsewhere in these bylaws the terms “total Council membership” shall be construed to mean the total number of persons who are Council members.

4. Parliamentary Authority
Parliamentary authority for the Los Angeles Chapter of the ACM shall be a recent version of Robert's Rules of Order that has been approved by Council. This authority shall be applicable in all situations where there is no conflict with the Constitution and Bylaws of the ACM nor with these bylaws, nor with any parliamentary procedures established by the Chapter.

5. Proxy
A member of the Council unable to be present at a meeting may appoint a Chapter member in writing as his or her proxy. If the proxy is in the form of email, the note shall be sent to the Chair, the Secretary, and the person who will serve as proxy. The written appointment must be filed with the Secretary, and shall expire at the conclusion of the meeting for which it was filed. The proxy may take part in discussion and may vote in place of the member of the Council. No one person as proxy may vote in the place of more than one member of the Council. While so acting, the proxy shall be deemed for all purposes to be a member of the Council in lieu of the Council member for whom he or she serves as proxy, but only as a Council member and not otherwise as an Officer of the Chapter. The minutes of the Council meetings shall carry the names of the proxies and identify the Council members they represented.

6. Referendums
Upon petition of five percent of the Chapter members or by decision of the Council, a question shall be submitted to the Chapter members following the procedure in Article VIII, Section B.2.

7. Financial Responsibility
Any expenditure exceeding $500.00 must be presented to Council for approval at least one month in advance of the approval vote by the Council.

B. Duties of Elected Officers

1. Chair
The Chair shall be the presiding officer at meetings of the Council and at meetings of the Chapter and shall be an ex-officio member of each Committee. The Chair shall be responsible for calling Council meetings and shall call a minimum of eight such meetings each year. The Chair may also call any number of electronic meetings.

2. Vice-Chair
The Vice-Chair shall assume the duties of the Chair in the absence or incapacity of the Chair, and shall be an ex-officio member of each Committee. The Vice-Chair shall also be responsible for the coordination and supervision of the activities of TACs. The Vice-Chair will automatically succeed to the office of Chair for the following term, except as provided in Article VII, Section E.

3. Secretary
The Secretary shall notify the members of the Council of the time, place, and agenda of Council meetings when informed by the Chair of such meetings. The Secretary shall be responsible for recording the minutes and the correspondence for the Chapter. The Secretary shall prepare the following and submit them as required by the ACM:

  • Notification of changes in Chapter officers and contact information.
  • The annual activity report of the Chapter, which includes financial information from the Treasurer and other information as required from other Council members.
  • Proposed bylaws changes. The Government Committee may handle the bylaws changes instead of or assisted by the Secretary.

4. Treasurer
Under control of the Council, the Treasurer shall have general supervision of the fiscal affairs of the Chapter and shall be responsible for keeping the accounts. The Treasurer shall make annual reports of the Chapter's finances as required by the ACM; the annual financial report may be part of the activity report submitted by the Secretary. The Treasurer shall also prepare the Chapter's budget and present it to Council at the October Council meeting.

5. Members-at-Large
The Members-at-Large shall represent to the best of their ability the interests of the membership of the Chapter. They shall be ex-officio members of the ACM Representatives Committee and shall assist the Committee Chair in its staffing and effective operation

C. Chapter Funds
All funds received by the Chapter shall be deposited in an account requiring the signature of the Treasurer for withdrawal. The Chair shall be empowered to withdraw funds for emergency purposes only, and only in the absence of the Treasurer.

D. Dissolution
In the event of dissolution of the Chapter, all the assets of the Chapter will be transferred to the ACM and shall be supervised by the ACM Finance Director.

VI. BALLOTING AND MAILING

A. Voting Procedure
Except as provided in Article VIII, Section B.1, all balloting for elections, referendums, and proposed amendments to these bylaws shall be conducted by mail.

In addition to information concerning the matter to be voted upon, the mailing shall include a printed ballot, a plain inner envelope, and an outer mailing envelope. The inner envelope shall have printed upon it the word BALLOT. The Voting member shall mark the ballot, seal it in the plain envelope, place this within the outer mailing envelope, sign the envelope in the place provided, and mail it to the designated address. Those responsible for counting the ballots shall collect them at the appointed time, verify that the signature on each envelope is that of a Voting member, remove and set aside the inner envelope, and then destroy the mailing envelope. They shall then open the inner envelopes and count the ballots.

B. Mailing Procedure
In these bylaws, whenever the words “shall mail” are used, they shall be construed to mean “shall take the responsibility for such mailings by first class mail.” If convenient and appropriate, any mailing may be in the form of an article in the DATA-LINK.

VII. NOMINATION AND ELECTION OF OFFICERS

A. Initial Action
The Nominating Committee shall provide the following information to be published in the January DATA-LINK and posted on-line: notice that nominations for officers are being considered, a summary of the election procedures, and a list of names, phone numbers, and email addresses of the members of the Nominating Committee. The notice should urge Voting members to make known their recommendations to the Committee.

B. Nominating Committee Action
The Nominating Committee shall nominate at least one Voting member who is also an ACM voting member, or is willing to become one if elected, for each of the offices of Vice-Chair, Secretary, and Treasurer. In the case of Members-at-Large, there shall be at least as many nominees as there are offices. The Nominating Committee shall consult each proposed nominee and, if the nominee so requests, the nominee's name shall be withdrawn and replaced by another. If a nominee cannot be found for any office, the procedure outlined in Article VII Section E shall be followed. The Committee shall provide the proposed list of nominees to the Council at the February Council meeting. This list shall also be provided to the DATA-LINK Editor in time for publication in the March issue and to the Web Master for posting on-line. The list of nominees shall consist of each nominee's full name and present affiliation. In addition, those preparing the list shall request from each a professional biography of not more than 100 words which shall be included on the list.

C. Nomination by Petition
After the February Council meeting, nominations by petition may be made by letter to the Chair of the Nominating Committee setting forth the name of the nominee and the office for which the person is nominated. For acceptance, a letter petition must reach the Chair of the Nominating Committee by the March Council meeting. It shall be signed by at least fifteen Voting members or 5% of the membership, whichever is smaller, and shall state that the nominee is a Voting member of the Chapter and also is an ACM voting member or is willing to become one if elected, and has agreed to serve if elected. No Voting member shall sign more than one such petition for a single office.

D. Elections
Before April 1, the Nominating Committee shall mail to each Voting member a final list of nominees and a ballot to be returned before April 25. The Nominating Committee shall count the ballots. Candidates receiving a plurality of votes for each of the offices of Vice-Chair, Secretary, and Treasurer shall be declared elected. The Member-at-Large offices shall be filled by taking the candidate receiving the largest number of votes, the candidate receiving the next largest number of votes, and so on, until all the offices are filled.

E. Vacancies in Office
1. Vacancies in office may occur in any one of the following ways: inability of an officer to continue due to death, resignation, ineligibility, or removal; or inability of the Nominating Committee to find a nominee.
2. An Officer may be removed from office by a vote of at least three-fourths of the total Council membership.
3. Whenever a vacancy occurs in any office of the Council due to death, resignation, ineligibility, or removal, the remaining members of the Council shall elect a Voting member who meets the qualifications for the office to serve in the office for the remainder of the term. However, any Voting member so elected to the office of Vice Chair shall not automatically succeed to the office of Chair. Rather, at the next regular election, both a Chair and a Vice Chair shall be elected.
4. If the Nominating Committee cannot find a nominee for any office (except Chair or Vice-Chair), one of the following three options shall apply, based on vote of Council:

  • the current holder of that office shall remain until someone can be found.
  • the Chair shall appoint someone to fill the position.
  • for Members-at-Large, that office shall remain vacant until it can be filled.

5. If a nominee for Vice-Chair cannot be found, the procedures in Sub-section 3 above shall be followed.

F. Special Elections
Special Elections may be declared by the Council to elect officers to newly created positions caused by amendments to the bylaws, or in the case of Members-at-Large, a substantial increase in membership. These special elections shall adhere to the time sequence given above except that the Initial Action shall take place within thirty days after the special election is declared and the other deadlines shall be changed accordingly. The term of office for members of the Council elected under these provisions shall be less than one year and shall end June 30.

G. Ties
In the case of any ties resulting from the balloting by the Voting members, the issue shall be decided by a majority vote of the Council.

VIII. AMENDMENTS

A. Means of Proposal
Amendments to these bylaws may be proposed by means of a resolution adopted by the Council or by means of a petition signed by at least five percent of Chapter Voting members. The Council may not amend Article VIII except as necessary to bring it into compliance with bylaws of the ACM. All amendments to these bylaws must be approved by the ACM Chief Operating Officer before being distributed to the LA ACM members for a vote.

B. Procedure
1. Council Proposal
At least thirty days before action is to be taken on an amendment proposed by the Council and approved by the ACM, the Secretary shall mail or have published in the DATA-LINK and posted on-line full information concerning the proposed amendment. The publication shall include a copy of the proposed amendment, the arguments for and against it as any Chapter Voting member wishes to provide, and the date, time, and place of the Council meeting at which action will be taken on the proposed amendment. If at least two-thirds of the total Council membership be in favor, the proposed amendment shall be adopted and shall be effective immediately.

2. Petition by Members
Within thirty days after an amendment has been proposed by petition and approved by the ACM, the Secretary shall conduct a mail vote following the procedure of Article VI, Section A. The mailing shall include a copy of the proposed amendment stating its origin, such arguments for or against it as any Chapter Voting member wishes to provide, and a notification that the ballots must be returned before a specified day, thirty days from the date of mailing. At that time the Secretary shall count the ballots, following the procedure of Article VI, Section A. If the total vote is at least one quarter of the Voting members then in good standing, and if a majority of all valid votes be in favor, the amendment shall be adopted and shall be effective immediately.

C. Notification
Within thirty days of counting the ballots or of Council action on a proposed amendment, the Secretary shall notify the Chapter members by mail or in the DATA-LINK and on-line of the results of the vote.

D. History
A complete record of amendments shall be kept by the Secretary in the files of the Chapter, and by the Government Committee, which is the keeper of the Bylaws.