BY-LAWS of THE VIBRATION INSTITUTE
THE VIBRATION INSTITUTE is organized and shall be operated exclusively for charitable, educational, and scientific purposes including, for such purposes, assembly and dissemination to the public and subordinate chapters, divisions, and representatives, of information concerning the science of vibration and acoustic analysis and measurement, the dissemination of information on the science and practice of predictive maintenance, the establishing of uniform standards for machine vibration, research for the purpose of devising new techniques and developing new equipment to measure and analyze vibration effects and methods for the evaluation of machinery behavior and condition, the establishment of standard training programs, and the certification of individuals to conduct machinery vibration analysis and related predictive maintenance technologies; and it is authorized to receive and to maintain funds, to have, hold, manage and sell the name, to change the investments thereof, to invest and reinvest the proceeds thereof, and to collect and receive the income and profits thereof, and to apply the income and principal to the aid and assistance of any and all charitable, educational and scientific organizations and institutions, and to do all things that may be necessary and useful in the accomplishment of the purposes hereinabove set forth.
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the first paragraph hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation 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 corporation, and its subordinates covered by group exemption, 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 Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(a)2 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations, organized and operated exclusively for charitable, educational, or scientific purposes as shall at the same 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 Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation 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.
The corporation also has such powers as are now or may hereafter be granted by the General Not-For-Profit Corporation Act of the State of Illinois.
The corporation shall have and continuously maintain in the state of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine.
CLASSES OF MEMBERS. The designation of such classes and the qualifications of the members of such classes shall be determined from time to time by the Board of Directors of the corporation.
ELECTION OF MEMBERS. Members shall be approved by the President, Executive Vice President, or Secretary of the Vibration Institute.
VOTING RIGHTS. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
TERMINATION OF MEMBERSHIP. Membership shall be terminated for any member who shall be in default in the payment of dues for a period of six (6) months. The Board of Directors by affirmative vote of a two-thirds of all of the members of the Board may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership.
RESIGNATION. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
TRANSFER OF MEMBERSHIP. Membership in this corporation is not transferable or assignable.
MEETINGS OF MEMBERS
ANNUAL MEETING. A meeting of the members shall be held annually, on a date determined by the Board of Directors, for the purpose of the transaction of such business as may come before the meeting.
SPECIAL MEETING. Special meetings of the members may be called either by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Illinois, provided, however, that if all of the members shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, electronically, or by mail, to each member entitled to vote at such meeting, not less than five days before the date of such meeting, by or at the direction of the President, or the Secretary, or the Officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.
SECTION 5. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the members of the corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
SECTION 6. QUORUM. The members holding one-tenth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
SECTION 7. PROXIES. At any meeting of members, a member entitled to vote may vote either in person, electronically, or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The affairs of the corporation shall be managed by its Board of Directors. The duties of the Board of Directors shall include but not be limited to decisions on policy; fiscal, program, and staff oversight; election of officers; and service on committees.
SECTION 2. NUMBER, TENURE, ELECTION AND QUALIFICATIONS. The number of voting Directors shall be limited to fifteen (15). Each Director shall hold office for a term of three (3) calendar years unless three (3) consecutive Board meetings are not attended. Election of Directors shall be held annually in the fourth (4th) Quarter of each year. A nominating committee, consisting of the Executive Committee and others appointed by the President, shall submit a list of candidates for election as Directors to the Board for approval at least sixty (60) days before the scheduled election by the members.
Directors elected by the membership shall have the right to vote on all policy matters. Technical Directors of all Divisions, the Academic Director, and the Chairs of Certification, Training, and Membership shall be nonvoting members unless they are directly elected by the membership. A member of the Board of Directors may resign at any time. Directors need not be residents of Illinois but must be members of the corporation.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this By-law, immediately before or after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the Board without other notice than such resolutions.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board called by them.
SECTION 5. NOTICE. Notice of any special meeting of the Board of Directors shall be given at least two weeks previously thereto by written notice delivered personally or sent by mail, fax, or e-mail to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by e-mail, such notice shall be deemed to be delivered when the e-mail is delivered. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-laws.
SECTION 6. QUORUM. A simple majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the voting Directors are present at said meeting, a majority of the voting Directors present may adjourn the meeting without further notice.
SECTION 7. MANNER OF ACTING. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these by-laws.
SECTION 8. VACANCIES. Any voting member vacancy occurring in the Board of Directors shall be filled at the next annual election. Re-election of a Director or election a new Director to be filled by reason of an increase in the number of Directors, shall be filled by vote of the members. Nominations for election can originate from the members or the Board of Directors. A nominating committee, appointed by the President, shall develop the slate to be voted on by the members. All nonvoting members, except the CMVA representative, shall be appointed by vote of the Board of Directors. The CMVA representative shall be appointed by the Board of the CMVA.
SECTION 9. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.
SECTION 1. OFFICERS. The Officers of the corporation shall be a President, Executive Vice President, Secretary-Treasurer and such other Officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such Officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary-Treasurer
SECTION 2. ELECTION AND TERM OF OFFICE. The Officers of the corporation shall be elected by the Board of Directors for a three-year term. Upon the vote of the Board of Directors, Officers may be re-elected to a new three-year term. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.
SECTION 3. REMOVAL. Any Officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, by a vote of two-thirds of the Board, whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
SECTION 5. PRESIDENT. The President shall be the principal Executive Officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary-Treasurer or any other proper Officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws or by statute to some other Officer or agent of the corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 6. PRESIDENT-ELECT. The President-Elect performs such duties as the President or the Board of Directors assigns. The President-Elect is a non-voting member of the Executive Committee for six (6) months prior to assuming the role of President.
SECTION 7. PAST PRESIDENT. The Past President shall be responsible to ensure that the Vibration Institute’s mission and vision are an integral part of the Institute’s strategic plan and assist the President in implementing the strategic plan. The Past President is a non-voting member of the Executive Committee for one-year following the assumption of the role of Past President. In the event the Past President is unwilling or unable to complete these duties, the President, with the approval of the Board of Directors, shall appoint a qualified representative.
SECTION 8. EXECUTIVE VICE PRESIDENT. In the absence of the President or in the event of the President’s inability or refusal to act, the Executive Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
SECTION 9. SECRETARY-TREASURER. If required by the Board of Directors, the Secretary-Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Secretary-Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation in conjunction with the Finance Committee; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article VIII of these By-laws; and in general perform all the duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned to the Secretary-Treasurer by the President or by the Board of Directors.
SECTION 10. SECRETARY-TREASURER. The Secretary-Treasurer shall keep the Minutes of the meetings of the members, Executive Committee, and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-laws; keep a register of the post office address of each member which shall be furnished to the Secretary-Treasurer by such member; and in general perform all duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned to the Secretary-Treasurer by the President or by the Board of Directors.
COMMITTEES AND SUBORDINATES
SECTION 1. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which Committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or a Director by law.
SECTION 2. EXECUTIVE COMMITTEE. The Executive Committee consists of the President, Executive Vice President, Secretary-Treasurer, President-Elect, and Past President. The President serves as the chair of the Executive Committee.
The Executive Committee has the authority to carry out the business and functions of the Vibration Institute between meetings of the Board of Directors, except as otherwise set forth in these Bylaws or the Illinois General Not For Profit Corporation Act of 1986, as may be amended from time to time; but the delegation of authority to the Executive Committee does not operate to relieve the Board of Directors or any individual officer or director of any responsibility imposed by law. The Executive Committee is the principalcommittee for the oversight and management of the work of the BOD, and in doing so it will a) report to the Board of Directors; b) attend to operations issues; c) provide advice and support to the Institute management; d) help to determine the agenda and critical issues to be addressed by the Board of Directors; e) evaluate and determine the compensation of theInstitute management; and f) perform other functions as delegated by the Board of Directors.
SECTION 3. OTHER COMMITTEES. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the President of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
SECTION 4. TERM OF OFFICE. Each member of a committee shall serve an unlimited term unless the committee shall be terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof.
SECTION 5. CHAIRMAN. One member of each committee shall be appointed chairperson by the Board of Directors.
SECTION 6. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
SECTION 7. QUORUM. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
SECTION 8. RULES. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
SECTION 9. CHAPTERS. Chapters shall be governed by the standard Vibration Institute Chapter By-laws. These by-laws can be amended by vote of a majority of the chapters subject to approval of the Board of Directors. Chapters are not-for-profit entities as covered by the IRS Group Exemption ruling.
SECTION 10. DIVISIONS. Divisions shall be governed by the standard Vibration Institute Division By-laws. These By-laws can be amended by agreement of the Division and the approval of the Board of Directors. Divisions are not-for-profit entities as covered by the IRS Group Exemption ruling.
SECTION 11. INTERNATIONAL REPRESENTATIVES. International representatives who serve in an agreed territory are related by a three-year contract with the Vibration Institute and shall abide by Institute policies and procedures and shall be regulated by US Law. International representatives are authorized to disseminate Institute technology, conduct training, proctor certification examinations, and hold meetings. International representatives have no IRS recognition or voting rights.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary-Treasurer or an Assistant Treasurer and countersigned by the President or an Executive Vice President of the corporation.
SECTION 3. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.
SECTION 4. GIFTS. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Illinois.”
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the General Not-For-Profit Corporation Act of Illinois or under the provisions of the articles of incorporation or the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
AMENDMENTS TO BYLAWS
These by-laws may be altered, amended or repealed and new By-laws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, provided that at least two weeks’ written notice is given of intention to alter, amend or repeal to adopt new by-laws at such meeting.