ASI Bylaws

Note: These bylaws may be downloaded as a PDF file. You will need the free Acrobat Reader to view the document.

* Last revised 10/2016

ARTICLE I. NAME AND OFFICES

Section 1. Name

The name of this organization shall be the American Society for Indexing, Inc. (ASI).

Section 2. Office

ASI may have its office in a location to be determined by the Board.

ARTICLE II. PURPOSE

The purpose of ASI shall be:

    1. To promote the common business interests of those engaged in the practice of indexing;
    2. To provide education and information opportunities through meetings, publications and other venues;
    3. To improve the quality of indexing and related areas of information science;
    4. To provide education to enhance indexing skills.

ARTICLE III. MEMBERSHIP

Section 1. Qualifications

Membership in ASI is open to all individuals and organizations engaged or actively interested in indexing or related disciplines.

Section 2. Types of Membership

There shall be five types of members: regular, organizational, retired, honorary, and life.

Section 3. Application for Membership

The Board of Directors may establish application procedures for categories of membership.

Section 4. Dues

The Board of Directors shall set dues for membership. Any member whose dues are in arrears ceases to be a member of ASI.

ARTICLE IV. MEETINGS

The Annual Business Meeting of ASI shall be held at a time and date to be determined by the Board.

ARTICLE V. RULES OF ORDER

Robert’s Rules of Order shall serve as the parliamentary reference.

ARTICLE VI. OFFICERS

Section 1. Officers

The Officers of ASI shall be President, President Elect, Past President, Secretary, and Treasurer.

Section 2. Qualifications and Eligibility for Office

A. Qualifications
Officers must be current members of ASI. Officers should act professionally and in the best interest of the association.

B. Eligibility
An Officer of the Board must previously have served at least one year as director or have proven comparable board service.

A nominee for President Elect must have served on the ASI Board as an Officer or as a Director-at-Large.

Section 3. Term of Office

A. President
At the end of the term as President Elect, the officeholder succeeds to the office of President.

B. President Elect
The President Elect serves for one year prior to taking office as President.

C. Immediate Past President
At the end of the term as President, the officeholder succeeds to the office of Past President. One year after leaving office as Past President, the individual may be nominated again for President Elect.

D. Secretary
The term of office of the Secretary is three (3) years. An individual holding the office of Secretary may not serve more than two (2) consecutive terms.

E. Treasurer
The term of office of the Treasurer is three (3) years. An individual holding the office of Treasurer may not serve more than two (2) consecutive terms.

F. Terms of Office
The terms of office for the President Elect, President, and immediate Past President are one (1) year, beginning at the close of the Annual Business Meeting and ending at the close of the next Annual Business Meeting. The terms of office for the Secretary and Treasurer are three (3) years, beginning at the close of the Annual Business Meeting and ending three years later at the close of the next Annual Business Meeting.

Section 4. Attendance

A. Absences
If an Officer is absent from two consecutive meetings for reasons the Board has declared insufficient, the Board will have justification to consider termination.

Section 5. Compensation

Officers shall serve without compensation. The Board may authorize reimbursement of expenses incurred in the performance of their duties.

Section 6. Vacancies

A. President
In the event of resignation, incapacity, lapse in membership, or death of the President while in office, the President Elect succeeds to the office of President, and serves both the remainder of that term and the full succeeding term in this office. A President who has resigned does not sit on the Board of Directors as the Past President. Instead the Past President from the previous year continues as a member of the Board of Directors until the next Annual Business Meeting.

B. President Elect
In the event of resignation, incapacity, lapse in membership, or death of the President Elect while in office, the Board of Directors must act as an Ad Hoc Nominating Committee for the office of President Elect. A special election for President Elect must be held as soon as practicable. If the vacancy occurs less than 120 days before the Annual Business Meeting, the office of President Elect remains vacant until the Annual Business Meeting.

C. Immediate Past President
In the event of resignation, incapacity, lapse in membership, or death of the Immediate Past President, the office shall not be filled.

D. Secretary or Treasurer
In the event of resignation, incapacity, lapse in membership, or death of the Secretary or the Treasurer, the remaining members of the Board must elect an individual member of ASI to fill the office until the next Annual Business Meeting. If the term of the officer does not expire at that meeting, the remaining term must be filled in the general election.

E. Vacancies in More Than One Office
In case of the absence, illness, or other inability of both the President and the President Elect to perform their duties, the Board of Directors must appoint a member to act as President.

Section 7. Duties of Officers

A. President
The President shall preside at all meetings of ASI and the Board of Directors. The President shall be an ex-officio member of all committees except the Nominating Committee. The President shall report annually to the membership on the state of ASI. The President must ensure that an annual report is prepared and submitted to the Board of Directors in time for the Board to act, if required, before submitting the report to the membership at the Annual Business Meeting.

B. President Elect
The President Elect shall assume the duties of the President in the event the President cannot serve. In the event that the Conference Chair is not a Board member, the President-Elect also acts as the Board Liaison to the Conference Planning Committee.

C. Immediate Past President
The duties of this office are advisory in nature.

D. Secretary
The Secretary shall keep the records and proceedings of ASI.

E. Treasurer
The Treasurer shall be responsible for the finances of ASI in accordance with financial policies approved by the Board. The Treasurer shall see that an annual financial audit/review is performed. The Treasurer shall report on ASI’s fiscal status to the membership at the Annual Business Meeting.

ARTICLE VII. BOARD OF DIRECTORS

Section 1. Authority

The Board of Directors shall be the governing body of ASI and shall manage the affairs of ASI between Annual Business Meetings with the assistance of an Executive Director (see Article IX).

Section 2. Composition

The Board shall consist of the following officers: President, President Elect, Past President, Secretary, and Treasurer, plus six (6) Directors-at-Large. The Executive Director shall be an ex-officio nonvoting member of the Board of Directors.

Section 3. Directors-at-Large

A. Term
The term of a Director is three (3) years. Directors may not serve more than two (2) consecutive terms.

B. Absences
If a Director is absent from two consecutive meetings for reasons the Board has declared insufficient, the Board will have justification to consider termination.

C. Vacancies
Any vacancies that occur on the Board may be filled by the remaining members of the Board for the balance of the unexpired term.

D. Compensation
Directors shall serve without compensation. The Board may authorize reimbursement of expenses incurred in the performance of their duties.

Section 4. Meetings

A. Time
The Board shall meet at least once each year in conjunction with the Annual Business Meeting of ASI and at other times as Directors may determine.

B. Notice of Board Meetings
Notice of any Board meeting shall be communicated to the Board members either by mail or electronically.

C. Quorum
A simple majority of Board members constitutes a quorum.

D. Voting
The Board is authorized to vote by telephone conference call or by electronic means. In the case of a tie vote, the vote of the President prevails.

ARTICLE VIII. FINANCE

Section 1. Fiscal Year

The fiscal year of ASI shall be the calendar year.

Section 2. Budget

The Board shall adopt an annual operating budget.

Section 3. Audit/Financial Review

An annual audit or financial review shall be conducted by an independent professional expert and be presented to the Board.

ARTICLE IX. EXECUTIVE DIRECTOR

Section 1. Appointment

The Board may retain an association management firm, which shall name an Executive Director.

Section 2. Duties and Authority

The Executive Director is responsible for the administrative and management functions according to the policies and procedures of ASI. The Executive Director is responsible to the Board and shall report at least annually on the operations of the Society. The Executive Director shall have the authority to sign checks, contracts, and agreements for ASI.

ARTICLE X. COMMITTEES

The Board of Directors shall establish and dissolve all committees. The President shall appoint all committee chairs. Committee chairs shall appoint committee members with the consent of the President.

ARTICLE XI. ELECTIONS

Section 1. Nominating Committee

A. Responsibilities
The Nominating Committee shall review the eligibility and qualifications of potential candidates, prepare the annual slate of candidates for Board of Directors, and Officers, and present it to the Board for approval.

B. Members
The Immediate Past President shall chair a committee of no fewer than three members. No member of the Nominating Committee may be a candidate for office in the year in which the member serves on the Nominating Committee. No person may serve on the Nominating Committee more than once in a four (4) year period, with the exception of the committee chair. The President cannot serve on the Nominating Committee.

Section 2. Nominations

A. Suggestions from the Membership
The membership shall be solicited to suggest candidates for the Board of Directors. The names of any members suggested by at least 10% of the members of ASI shall be placed on the ballot.

B. Number of Nominees
The Nominating Committee shall place on the ballot at least one name for each eligible position.

C. Eligibility
Nominees must be members in good standing of ASI and must consent in writing to be placed on the ballot.

Section 3. Ballots–Distribution and Return

Ballots must be distributed, either by mail or through electronic means, at least sixty (60) days prior to the Annual Business Meeting. To be valid, returned ballots must be received by the established deadline, no later than thirty (30) days prior to the Annual Business Meeting.

ARTICLE XII. CHAPTERS

Section 1. Creation

The Board may create Chapters in accordance with established procedures. All Chapter members must be members in good standing of ASI.

Section 2. Policies

Chapters are subject to the provisions of the ASI Bylaws.

Section 3. Charters

Each Chapter will be governed by its own committee of the Board. Members of each chapter will choose the chairperson for this committee. In all other respects, the committee functions in accordance with Article X. Chapters will not be stand-alone corporations or other corporate entities. Chapter Committee Charters must be approved by the Board.

Section 4. Assets

All Chapter assets will be titled in the name of ASI. No Chapter will hold title to any assets.

Section 5. Reporting

Chapters are required to report annually on their activities and finances to the Board of Directors.

Section 6. Dissolution

A Chapter may be dissolved with the approval of the Board. In such case, the Board will cancel the Chapter Committee Charter and the Chapter Committee will cease to operate.

ARTICLE XIII. AFFILIATED SPECIAL INTEREST GROUPS (SIGs)

Section 1. Creation

A Special Interest Group (SIG) consists of a group of members with a common interest. A Group can be formed according to the ASI Policies and Procedures subject to approval by the Board.

Section 2. Policies

SIGs are subject to the provisions of the ASI Bylaws. Groups shall operate in accordance with and shall not be in conflict with the Policies and Procedures of ASI.

Section 3. Charter

Each SIG will be governed by its own committee of the Board. Members of each SIG will choose the chairperson for this committee. In all other respects the committee functions in accordance with Article X. SIGs will not be stand-alone corporations or other corporate entities. SIG Committee Charters must be approved by the Board.

Section 4. Assets

All SIG assets will be titled in the name of ASI. No SIG will hold title to any assets.

Section 5. Reporting

SIGs are required to report annually on their activities and finances to the Board of Directors.

Section 6. Dissolution

A SIG may be dissolved with the approval of the Board. In such case, the Board will cancel the SIG Committee Charter and the SIG Committee will cease to operate.

ARTICLE XIV. PROFESSIONAL RELATIONSHIPS

The Board may establish liaison relationships with any other organizations as deemed beneficial to ASI.

ARTICLE XV. HONORS AND AWARDS

The Board of Directors may establish, and set the conditions for, such honors and awards as it deems appropriate to advance the purposes of ASI, as set forth in its Articles of Incorporation.

ARTICLE XVI. INDEMNIFICATION

ASI shall provide for indemnification of any and all of its Officers, Directors, Committees, Agents, or employed staff against expenses incurred by them except in relation to matters in which the individual shall be judged to be liable for negligence or misconduct in the performance of duties.

ARTICLE XVII. DISSOLUTION AND INUREMENT

Section 1. Funds

Upon dissolution of ASI, any funds remaining shall be distributed to one or more charitable or educational organizations similar in nature to ASI, to be selected by the Board.

Section 2. Inurement

ASI shall use its funds only to accomplish the objectives and purposes specified in the Bylaws and no part thereof shall inure to the benefits of members.

ARTICLE XVIII. AMENDMENTS

Section 1. Proposals

Amendments to these Bylaws may be proposed by the Board. Amendments may also be proposed by petition to the Secretary in writing with signatures from at least 10% of ASI voting members in good standing.

Section 2. Notice

Written notice of the proposed amendment must be distributed to eligible voting members, either by mail or electronic means, at least thirty (30) days prior to the deadline of the ballot.

Section 3. Voting

These Bylaws may be amended if the proposal receives a two-thirds majority of the votes cast.