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Jump to By-Laws

CONSTITUTION OF THE
AEROSPACE CONTROL AND GUIDANCE SYSTEM COMMITTEE, INC

ARTICLE I

NAME:
The name of this organization shall be the Aerospace Control and Guidance Systems Committee, Incorporated, hereafter abbreviated as ACGSC.

ARTICLE II

AFFILIATIONS:
The ACGSC is an independent entity aligned in purpose and objectives with the Society of Automotive Engineers (SAE) and the Institute of Electrical and Electronics Engineers (IEEE).

ARTICLE III

PURPOSE:
The purpose of ACGSC is to sponsor and provide a forum for discussion, development and rapid dissemination of technical information within the scope of aerospace engineering interests and encompassed by aerospace control and guidance systems technologies.

ARTICLE IV

MEMBERS:
The ACGSC membership is open to anyone in industry, government or academia interested in the control and guidance of aerospace vehicles. The manner and form of admission of new members shall be provided for in Article I of the Bylaws hereinafter adopted.

ARTICLE V

OFFICERS:
The following officers shall be elected by the Planning Advisory Board (PAB) in the manner directed by the Bylaws:  (1) Chairman  (2) Vice Chairman (3) Secretary and (4) Treasurer.

ARTICLE VI

PLANNING ADVISORY BOARD:
The PAB shall consist of the current Officers, the immediate Past Chairman, and at least ten, but no more than twenty five, members selected as provided in Article III of the Bylaws.  Each PAB member shall have one vote. The purpose of the PAB is to assist the Chairman in his leadership responsibilities and represent the membership with respect to planning and executing activities in the name of the ACGSC.

ARTICLE VII

INITIAL COMPOSITION:
The initial ACGSC members, officers and PAB shall be those individuals who are currently identified as such in the unincorporated Society of Automotive Engineers Aerospace Control and Guidance Systems Committee.

ARTICLE VIII

MEETINGS:
Meetings of the ACGSC shall be held as provided in the Bylaws.

ARTICLE IX

ELECTIONS:
Section 1 – Nominations of Officers shall be made at a PAB meeting prior to the expiration of the Chairman’s term of office.  Election shall be by ballot in the manner and form prescribed in the Bylaws.

Section 2 – All Officers, except the Treasurer, shall be elected for a two year term, however the Vice-Chairman shall succeed as Chairman at the expiration of the Chairman’s term of office.  Their term of office shall commence immediately after the fall ACGSC meeting. In order to provide continuity, the term of the Treasurer shall be three years. 

Section 3 – No Officer, except the Treasurer, may be elected for the same office for more than two (2) consecutive terms.

ARTICLE X

COMMITTEES:
Section 1 – The Chairman, with the approval of the majority of the PAB, is authorized to establish and disband committees as necessary to carry on the program of the ACGSC.

Section 2 – The Chairman is an ex-officio member of all committees, except the Nominating Committee.

ARTICLE XI

AMENDMENTS:
Amendments to the Constitution may be proposed at any regular meeting of the PAB.  A motion to consider amendment of the Constitution must be approved by a majority of the Board. Proposed constitutional amendments will be mailed (electronic mail is acceptable) to the membership.  Ratification shall be on the basis of a 2/3 majority of the returned ballots received within 30 days of the mailing (electronic mail is acceptable). The Secretary shall tabulate and report the results prior to or at the next regular ACGSC meeting.

BYLAWS OF THE
AEROSPACE CONTROL AND GUIDANCE SYSTEM COMMITTEE, INC

ARTICLE I

MEMBERSHIP:
Section 1 – Qualifications: Any person from industry, government or academia interested in the control and guidance of aerospace vehicles may apply for membership.  Membership shall be awarded by a majority vote of the PAB. Furthermore, the PAB may, from time to time, offer membership to specific individuals in order to help round out the ACGSC’s coverage of control and guidance technologies and associated industry, government or academic entities.

Any member who violates any provision of the Constitution or Bylaws may be suspended or expelled at a meeting of the ACGSC provided that the member under consideration has been notified of impending action regarding the proposed suspension or expulsion at least fourteen (14) days in advance. The expulsion or suspension shall be by secret ballot of 2/3 majority of the PAB.

Section 2 – To remain an active member shall require attendance at an ACGSC meeting at least one of every four meetings.  A member who is unable to attend one of these meetings is expected to send a representative.  If a member or representative does not attend the required meetings, they will be contacted to determine their continued interest in membership and any circumstances that may affect their participation (e.g. retirement).  The PAB shall review this response and vote on whether the member shall be classified as inactive. A simple majority is required to retain active membership status.  Inactive members will receive meeting notifications and have access to the papers for only the meetings they have attended.  They will not be eligible to vote on Constitution and By-Laws changes.  Anyone can request to be removed from the ACGSC rolls and receive no further communications from the Committee.

Members who have a long service history with the ACGSC may be candidates for "Emeritus" status.  A candidate for Emeritus must be recommended by a PAB member.  By a simple majority the PAB approves all changes to Emeritus status.  Once members are selected as Emeritus, they do not have to attend one in four meetings to retain membership status.  They also have permanent access to meeting papers and are eligible to vote on changes to the Constitution and By-Laws.

PAB membership requires attendance at least two out of every four meetings.  This requirement does not apply to Emeritus members.  If a member does not attend the required meetings, they will be contacted to determine their continued interest in serving on the PAB and any circumstances that may affect their participation.  The PAB shall review this response and vote on whether the individual shall retain PAB membership.  A simple majority is required to retain membership.

ARTICLE II

FUNDS, FINANCES AND PROPERTY:
Section 1 – The ACGSC, through its officers, shall determine and set meeting fees sufficient to ensure prompt payment of all meeting expenses.   Additional funds may be accrued from meeting fees to be used for incidental meeting expenses, best paper awards or to support travel expenses of a guest speaker on rare occasions.  The funds of the ACGSC shall be deposited in a federally insured financial institution of good standing, in the name of the Aerospace Control and Guidance Systems Committee, Inc. subject to the draft of the Treasurer, Chairman or Vice-Chairman.  The title to the funds, finances and property of the ACGSC shall be vested solely in the members.  When the meeting venue requires setting up payment prior to the meeting, the ACGSC credit card normally shall be used.  Meeting invoices shall be received by the Chairman.  Upon the Chairman's approval of an invoice, the Chairman shall present the invoice to the Treasurer for payment via bank draft or for reconciling against the ACGSC credit card statement.  The Treasurer normally prepares bank drafts; however, it is understood that the Chairman and Vice-Chairman should have check writing privileges for circumstances where it is not possible or practical to have the Treasurer issue a check.  An ACGSC credit card is held to expedite payments to suppliers.  The Chairman shall have signature authority for the ACGSC credit card.  The Treasurer shall review the credit card statement and shall reconcile charges prior to remitting payment.  

Section 2 – At each year’s fall PAB meeting, the Chairman shall appoint a committee of three (3) members, who are not current Officers, to audit the books and accounts. This committee shall report to the members at the next scheduled meeting of the ACGSC.

Section 3 – At every PAB meeting and general membership meeting, the Treasurer shall present a summary of the previous meeting’s expenses and current bank balance.

Section 4 – No part of the funds of the ACGSC shall be used for the benefit of, or be distributed to, its members, officers, or other private persons, except that the ACGSC shall be authorized and empowered to pay reasonable compensation for incidental expenses incurred for printing and distribution of awards and meeting materials.  Except for direct meeting expenses invoiced by external entities, distribution of any ACGSC funds, including speaker awards and travel assistance, in excess of $250.00 shall require a majority vote of the PAB prior to such distributions (PAB concurrence via email is acceptable).  The Chairman is authorized to approve payment of individual non-meeting expenses of $250.00 or less.  In the case of travel assistance, approval by a majority vote of PAB members (via email is acceptable) is required before committing to the expense.  The Chairman has the prerogative to pro-rate or waive the meeting registration fee for a speaker who can only attend the day or the session of his or her presentation.  This prerogative does not extend to speakers presenting only in the General Session.

The ACGSC Officers and Planning Advisory Board members serve in a completely voluntary capacity and as such are not entitled to reimbursement for their time or travel expenses for planning and conducting ACGSC business.

No substantial part of the activities of the ACGSC shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the ACGSC shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the ACGSC shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Law or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.

Section 5 – Upon the dissolution of the ACGSC, the PAB shall, after paying or making provision for the payment of all the liabilities of the ACGSC, dispose of all of the assets of the ACGSC in such a manner, or to such organization or organizations organized and operated exclusively for educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the PAB shall determine.  Any of such assets not so disposed of shall be disposed by the Court of Common Pleas in the county in which the principal office of the ACGSC is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III

Election of Officers:
The nomination and election of the officers shall be made by the PAB during their spring meeting of the year in which the Chairman’s term expires.  Nominations will be accepted from the floor at this meeting.  Election by written ballot will be held at the same meeting.  At the discretion of the chairman, a voice ballot can be used when there is only one nominee for a given office.  Should the Chairman withdraw from the ACGSC before completion of the term of office, the Vice Chairman shall assume the Chairman’s position.  In the event that the Vice Chairman, Secretary or Treasurer cannot complete their elected term, then, at the discretion of the Chairman, an interim officer shall be appointed by the Chairman to fill that position until the next PAB meeting.  At this meeting there will be an election to fill the unexpired term.

Selection of PAB Members:
The current PAB may nominate new or replacement PAB members at a PAB meeting.  Election by simple majority through voice vote or written ballot will be held at the same meeting.   Subcommittee and General Session chairs, vice-chairs and co-chairs become members of the PAB when they are voted into these positions by the PAB.

Duties of Officers:
Section 1 – The Chairman shall:

1. Provide leadership in setting values for the Committee, defining the organization and operating guidelines.
2. Arrange for meeting accommodations and be responsible for the detailed meeting planning, scheduling, agendas and announcements.
3. Preside at all membership and PAB meetings of the ACGSC
4. Appoint standing committee chairpersons with concurrence of the PAB.
5. Represent the ACGSC at functions in which the ACGSC has interest or appoint members to serve in his/her absence.
6. Receive invoices.  The Chairman reconciles and approves for payment all meeting-related invoices and determines if appropriate approval has been given for other invoices.  Approved invoices are then forwarded to the Treasurer for payment.

Section 2 – The Vice Chairman shall:

1. In the absence of the Chairman, preside at all meetings of the ACGSC under the direction of the Chairman.
2. Assist in programming, scheduling, and other functions of the ACGSC under the direction of the Chairman.
3. Prepare and distribute a meeting summary to all members within two weeks after the conclusion of every meeting.

Section 3 – The Treasurer shall:

1. Keep accurate books and records of the financial business of the ACGSC.
2. Receive and deposit moneys of the ACGSC in an approved ACGSC account in a financial institution.
3. Promptly pay all meeting expenses invoiced by external entities after approval of those expenses by the Chairman or PAB as appropriate.  If expenses are charged to the ACGSC credit card, pay them as they appear on the credit card statement and after approval.
4. Present a financial statement at each business meeting and have available a complete financial statement at the end of the year for the general membership.
5. File any required forms with the Internal Revenue Service or State tax entities.
6. Send the appropriate records to the Audit Committee in a timely manner following the fall PAB meeting so as to include all fall meeting expenses and allow sufficient time for the audit.

Section 4 – The Secretary shall:

1. Maintain all assigned ACGSC correspondence.
2. Record the minutes of all PAB meetings of the ACGSC.
3. Maintain a current copy of the membership roster, Constitution and Bylaws of the ACGSC.
4. Manage meeting registrations.
   • Reconcile registration payments and maintain updates on ACGSC website.
   • Manage registration fees cooperatively with the Treasurer and provide registration fee reports.

ARTICLE IV

MEETINGS:
Section 1 – The ACGSC shall meet twice a year, nominally once in the spring and once in the fall.   The PAB meeting will be scheduled to coincide with the general ACGSC meeting.

Section 2 – Special meetings of the PAB may be called by the Chairman at any time.  If the meeting is to be a meeting of record, the membership shall be notified of said meeting at least fifteen (15) days in advance.

ARTICLE V

DUES:
Section 1 – Membership dues are not collected.  Revenue for ACGSC operations shall be derived solely from meeting fees or voluntary donations.

ARTICLE VI

ORDER OF BUSINESS:
Section 1 – The order of business at the scheduled meetings of the ACGSC PAB shall be as follows:

(1) Call to order
(2) Review of minutes of previous meeting
(3) Report of Officers
(4) Reports of Committees
(5) Unfinished business
(6) New business
(7) Adjournment

Section 2 – Roberts’ Rules of Order shall govern the meetings of the PAB, in parliamentary usage, so far as applicable and not inconsistent with these Bylaws.

ARTICLE VII

POWERS:

ARTICLE VIII

INDEMNIFICATION:

ARTICLE IX

AMENDMENTS:
Amendments to the Bylaws may be proposed by a member at any regular meeting.  Upon agreement by a 2/3 majority vote of the members present, the amendment to the Bylaws will be ratified.  Amendments to the Bylaws may also be proposed by members and approved via email through the Secretary.  Ratification shall be on the basis of a 2/3 majority of the returned ballots received within 30 days of the mailing.  The Secretary shall tabulate and report the results prior to or at the next regular ACGSC meeting.