ISO 9000 Users Group
of Western Pennsylvania

    ISO Users Group of Western Pennsylvania

By-Laws

Article I - Name

The name of this organization shall be the ISO User's Group of Western Pennsylvania (hereinafter referred to as "the Group), a not-for-profit organization. 

ARTICLE II - PURPOSE

The purpose of the ISO User's Group of Western Pennsylvania is to advance the understanding; implementation and maintenance of quality systems designed to comply with the ISO 9000 Quality Standards. 

ARTICLE III _ MEMBERSHIP

Section 1. Regular Members.  Regular voting membership in the association is open to employees of organizations ( corporations or subsidiaries, affiliates or divisional companies, educational institutions) organized for profit or not for profit, to employees of public sector organizations and to individuals with a demonstrated commitment to advancing the pursuit of the ISO 9000 Quality Management System. 

The Board of Directors at its discretion may establish special groupings of memberships for organizations that have more than one member.  A special grouping of members, each of which shall have one vote and be eligible to hold office in the Group, may qualify the organization to receive special benefits of memberships. 

Section 2.  Application for Membership.  All applicants for membership shall complete and sign the form of application provided by the Group and submit the application to the Membership Chair person of the Group or to another member of the Board of Directors at the discretion of the President of the Board. 

Section 3.  Admissions of Members.  Admission of all applicants for membership shall be by a majority vote of Directors present and voting at any meeting of the Board of Directors, or in such other manner as the Board of Directors may determine. 

ARTICLE IV - DUES

Section 1.  Annual Dues.  The amount of annual dues and assessments for the classes of memberships in the Group and the dates of payment thereof shall be determined by the Board of Directors. 

Section 2.  Delinquency and Cancellations.  Any member of the Group who shall be delinquent in dues for a period of sixty (60) days from the time dues become due shall be notified of such delinquency and suspended from further services.  If payment of dues is not make within the next succeeding thirty (30) days, the delinquent member shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership, unless such suspension, at the request of the member is waived by affirmative action of the Board of Directors. 

ARTICLE V - MEETINGS

Section 1.  Monthly Meetings.  The monthly meeting of members of the Group shall be held on the third Monday of each month, at such time and place as may be fixed by the Board of Directors. The President shall give at least seven (7) days written notice of the monthly meeting to each member of the Group. 

Section 2.  Special Meetings.  A special meeting of the Group may be called by the President at any time, and shall be called by the President upon the written request of ten members, to transact only such business as shall be specified in the notice thereof.  At least ten (10) days written notice shall be given to each member of the Group of any such special meeting. 

Section 3.  Quorum.  One-third of the members of the Group in good standing, represented at a meeting or by proxy, shall constitute a quorum for the transaction of business, except as otherwise provided by law or by these Bylaws. 

Section 4.  Voting.  Each member of the Group in good standing shall be entitled to one vote only at any monthly or special meeting of the members of the Group, which shall be exercisable either in person, or by duly authorized Representative, or by proxy, provided that any proxy shall be duly executed in writing within thirty (30) days of the meeting at which it is to be used.  A proxy given for any meeting shall, unless notice of revocation is delivered to the presiding officer thereof, be valid for an adjournment of that meeting.  A proxy may be utilized solely for the specific purpose set forth in the proxy.  No proxy shall provide any member with discretion to change a vote.  A member may withdraw his/her proxy at any time prior to the taking of any vote. 

Section 5.  Minutes.  The Secretary of the Group shall keep minutes of meeting proceedings and report to the Group membership at the next meeting the minutes from the previous meeting.  The secretary shall maintain a permanent filing among the records of the Group, a copy of the minutes of each meeting signed by the Secretary of the meeting. 

ARTICLE VI - BOARD OF DIRECTORS

Section 1.  Functions & Powers.  The business and affairs of the Group shall be managed by a Board of Directors which include the immediate Past President, the President, the Vice President, the Secretary, the Treasurer, the Membership Chairperson and the Programs Chairperson.  It shall be the duty of the Board of Directors to establish and direct policies of the Group, to control its property, to be responsible for the expenditure of its funds, and to exercise all the powers of the Group, except as otherwise provided by law or by these Bylaws. 

Section  2.  Member, Election & Term of Office of Directors.   There shall be six (6) members of the Board of Directors who shall be elected from the Group's members and shall take office January 1 immediately following election.  Such election shall take place at the October meeting of the Group or by mail ballot at the discretion of the Board of Directors. 

The tern of office of the Directors, except for the Vice President, shall be one (1) year or until their successors have been elected or appointed.  The Vice President shall be an automatic nominee for President for the year following the year he/she was elected and served as Vice President.  The immediate Past President shall be considered a regular member of the Board of Directors, serve for one year past the end of his/her term as President and shall be entitled to all privileges of a member of the Board of Directors. 

An individual can not be elected to the same office for more than two consecutive years.  In addition to the six (6) elected Directors and the immediate Past President, the Board of Directors shall have the discretion to appoint for a life-time term, Directors Emeriti who shall be entitled to all the privileges and obligations of a member of the Board of Directors, but whose presence at Board meetings shall not count towards a quorum, and who may not vote on regular Board matters. 

Section 3.  Vacancies.  If the Office of the President is vacated for any reason, the Vice-President shall succeed to fill the office.  Any other vacancy among the Board of Directors may be filled by the Board of Directors for the balance of the term remaining, or if not filled by the Board, by members of the Group at a monthly meeting.  The term "vacancy" as used in this Section shall include any directorship which is unfilled as a result of the death, resignation, removal or disqualification of a Director, or if there is an increase in the number of directors occurring by amendment of these By-laws between the annual election meeting of the Group, or of any other case. 

Section 4.  Meetings.  The Board of Directors shall hold regular monthly meetings as it may determine from time to time when called by the President, or by written request of three (3) members of  the Board.  Meetings of the Board shall be held at such place as it may determine from time to time. 

Section 5.  Quorum.  A majority of all members of the Board of directors shall constitute a quorum.  When a quorum is present, except as otherwise provided by law or by these By-laws, action may be taken by the affirmative vote of a majority of the members constituting the quorum of the Board of Directors. 

Section 6.  Minutes.  The Secretary shall keep minutes of Board proceedings and after each meeting shall transmit a copy to each member of the Board.  The secretary shall maintain a permanent filing among the records of the group, a copy of the minutes of such meeting signed by the Secretary of the meeting. 

Section 7.  Compensation of Directors.  Each Director of the Group shall serve without compensation, but is forgiven the annual membership dues of the Group and may be reimbursed, with the prior approval of the board of Directors, for reasonable out-of-pocket expenses incurred in carrying out specific duties directed by the Board. 

Section 8.  Attendance at Meetings.  If a member of the Board of Directors is unable or fails to attend three (3) consecutive regularly scheduled meetings of the Board of Directors, that Director shall be considered for removal from the Board.  Such consideration shall be undertaken by the Board of Directors or in such other manner as the board of Directors may determine.  Any vacancy resulting from this action shall be filled by the board of Directors as outlined in Section 3.  Vacancies  of this Article. 

Article VII - OFFICERS & STAFF

Section  1.  Officers.  The officers of the Group shall be a President, a Vice President, a Secretary, a Treasurer, a Membership Chairperson and a Programs Chairperson, each of whom shall be elected from among the membership of the Group.  In addition, the immediate Past President shall serve as an officer for one year past the end of his/her term of office as President.  The Group shall also have such other officers, who need not be members of the Board of Directors, as may be determined by the Board of Directors.  Any two or more offices may be held by the same person except for the offices of the President and the Secretary.  Officers need not be residents of Pennsylvania. 

Section  2.  The President.  The President shall preside at all meeting of the Board of Directors and shall have the general supervision to the Group's affairs and business, under the direction of the Board of Directors;  shall be an ex-officio member of all committees;  shall preside at the monthly meetings of the Group; and shall have such other powers and duties as the Board shall, from time to time, prescribe. 

Section  3.  The Vice President.  The Vice President shall have such powers and perform such duties as may be delegated by the President.  In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President.  If the office of the Presidency is vacated permanently for any reason, the Vice-President shall succeed to the Presidency.  The Vice President shall automatically be designated as a candidate for the presidency for the following year and shall agree to serve as President if elected by the Group membership.  Should the Board of Directors choose to add one or more Vice Presidents, as provided by Section 8, their respective powers and duties shall be delegated by the President.  However, the Vice President elected by the Group membership shall serve as Nominee for President and will perform the duties of President in the absence of the President. 

Section  4.  The Treasurer.  The Treasurer shall be the chief financial and accounting officer of the Group and shall have charge of all funds of the Group and shall cause such funds to be deposited to the credit of the Group on one or more banks designated by the Board of Directors.  The Treasurer shall collect fees, dues and contributions, taking proper receipt thereof.  The Treasurer may be required, at the expense of the Group, to give bond for the faithful discharge of his/her duty in such amount and with such conditions as the Board of Directors may require. 

Section 5.  The Secretary.  The Secretary shall attend all general membership meetings and all meetings of the Board of Directors and shall record the minutes of all such proceedings in the books to be kept for that purpose.  The Secretary shall give all notices required herein by law or by the Board of Directors or the President; and shall have custody of the seal of the Group and shall affix it to all appropriate documents. 

Section  6.  The Programs Chairperson.  The Programs Chairperson shall schedule monthly meetings, arrange for monthly meeting speakers, arrange for meeting location and meals, and coordinate educational programs with other organizations involved in ISO 9000 training and educational activities. 

Section  7.  The Membership Chairperson.  The Membership Chairperson shall keep records of current active membership member/guest monthly meeting attendance, process membership applications and maintains membership nametags.  In addition, The Membership Chairperson shall analyze the membership profile and present a monthly membership report to the Board of Directors and to the Group membership. 

Section 8.  Additional Members.  In addition to the Officers mentioned above, one or more other officers who are not members of the Board of Directors may, from time to time, be appointed by the Board of Directors, each of whom shall have such title, powers and duties as shall be prescribed. 

Section 9.  Compensation of Officers.  Each Officer shall serve without compensation, but is forgiven the annual membership dues of the Group and may be reimbursed, with the prior approval of the board of Directors, for reasonable out-of-pocket expenses incurred in carrying out specific duties directed by the Board. 

ARTICLE VIII - COMMITTEES

Section 1.  Nominating Committee.  On or before August 15 of each year, the Board shall appoint a nominating committee of at least three (3) members.  At least two (2) members of this committee shall be Directors and at least one (1) of these shall be a member other than a Director.  It shall be the duty of this Committee to nominate at the October meeting of the Group, candidates for election to the Board of Directors. 

Section 2.  Standing and Special Committees.  The Board of Directors may establish additional standing and special committees as are necessary and which are not in conflict with other provisions of these By-laws.  The duties of any such committee shall be prescribed by the Board of Directors and each committee shall consist of at least one member of the Board of Directors. 

Section  3.  Rules and Regulations.  Each committee appointed by the Board of Directors may, unless otherwise directed by the Board, adopt such rules and regulations for the conduct of its affairs as it may deem desirable.  Such rules and regulations as may be adopted shall be those that are appropriate for the conduct of the committee's affairs, consistent with the policy of the Group and subject to review and approval by the Board of Directors in those instances where the Board may deem such review and approval desirable. 

Section  4.  Minutes.  Minutes shall be kept of Committee meetings and these shall be forwarded to the Secretary of the Board for filing and distribution to the Board of Directors and other designated parties. 

ARTICLE IX - FINANCIAL ADMINSTRATION

Section  1.  Fiscal Year.  The fiscal year of the Group shall be from January 1 to December 31, inclusive. 

Section  2.  Financial Responsibilities.  The Board of Directors shall have authority to prescribe such procedures as it deems appropriate to assure adequate budgetary and financial controls for the Group.  Approval of the budget by the Board of Directors shall constitute authority for responsible officials of the Group to obligate funds as provided in the budget. 

Section  3.  Audit.  The accounts of the Group shall be available for review by any member of the Group within thirty (30) days of such a request.  Three members of the Group membership, who are not members of the Board of Directors, will be appointed as an Audit Committee each year by the President to review the accounts for the previous year.  This review will be completed and a report made to the Group membership at large at the march membership meeting. 

ARTICLE X - INDEMNIFICATION

The group shall indemnify all officers and directors of the Group to the full extent permitted by the laws of the State of Pennsylvania, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined from time to time by the Board of Directors of the Group. 

ARTICLE XI - DISSOLUTION

The Group shall use its funds only to accomplish the purpose specified in these By-laws and no part of said funds shall immure, or be distributed, to members of the Group.  On dissolution of the Group, any funds remaining shall be distributed to one or more non-profit corporations or non-profit entities carrying on activities similar to those of the Group, as shall be determined by resolution of the Board of Directors. 

ARTICLE XII - MISCELLANEOUS

Section  1.  Roberts' Rules of Order.  All regular or special meetings specifically held to conduct business of the Group or of any of its committees shall generally be conducted in accordance with Roberts' Rules of Order, except as otherwise provided herein.

Section  2.  Notices and Waivers Thereof.  Whenever any notice whatever is required by these By-laws or by law to be given to any member, Director or Officer, such notices may, except as otherwise provided by law, be given personally or be given in writing by depositing the same in a post office or in a regularly maintained letter box, in a post-paid, sealed wrapper, addressed to such member, Director or Officer, at such address as appears on the records of the Group, and any notice so given by mail shall be deemed to have been given when it shall have been thus mailed. 

If given in writing, such notice need not be manually signed.  A waiver of such notice in writing signed by such member, Director or Officer, or by his/her duly authorized attorney, whether before or after the time stated therein, shall be deemed the equivalent thereof and the presence at any meeting of any such member, Director or Officer, shall be deemed a waiver of such notice to such member, Director or Officer. 

ARTICLE XIII - SEAL

The Corporate Seal of the Group shall be as follows: 

ARTICLE XIV - OFFICE

The Group shall maintain an office at such place or places as my, form time to time, are authorized by the Board of Directors. 

ARTICLE XV - AMENDMENTS TO BY-LAWS

These By-laws may be altered, amended or repealed and new By-laws may be adopted by affirmative vote of not less than two- thirds of the Group present at a regular or special meeting of which a quorum is present, provided that at least fifteen (15) days written notices is given of intention to alter, amend or repeal and to adopt new By-laws at such meeting.