Constitution and Bylaws

Adopted April 11, 1952
Amended February 20, 1959
Amended February 15, 1980
Amended April 18, 1968
Amended June 1, 2002
Amended September 19, 2008
Amended November 14, 2014
Amended March 18, 2016

 
ARTICLE I – Name and Objectives
 
Section 1. This organization shall be known as the Texas Chapter of the American Foundry Society.  The name, Texas Chapter AFS Region 3, may be substituted for tax, banking, and/or other purposes as required.
It should be, American Foundry Society Texas Region 3
 
Section 2. The objectives of the Chapter shall be those of the American Foundry Society, namely, to advance through research and education the arts and sciences relating to the manufacture and utilization of metal castings.
 
Section 3.  By definition of the American Foundry Society, the area serviced and represented by the Texas Chapter shall be the states of Texas and Louisiana.
 
ARTICLE II. Membership
 
Section 1. American Foundry Society members of all classes residing in or doing business in the territory of this chapter shall be eligible for membership with equal privileges, in the Chapter. Each Company, Sustaining, or Research Patron member may designate one individual in the company who shall exercise the membership privileges of said Company, Sustaining, or Research Patron members.
 
ARTICLE III – Dues
 
Section 1. – In addition to the dues refund, as provided for in the by-laws of the Society, the Board of Directors of the Chapter may and shall, when it is deemed necessary, make provisions for raising additional funds. They may also receive contributions or bequests, and shall have entire control of all funds raised or received.
 
Section 2. The Board of Directors of the Chapter shall have the authority to raise and dispense funds for special purposes. It shall be understood, however, that contributions to any special funds shall be voluntary and that failure to contribute shall not deprive any member the privileges of the Society or Chapter.
 
Section 3. No part of the income or property of this Chapter shall directly benefit any individual or group.  In the event of dissolution of the Chapter, all assets thereof shall become the property of such not-for-profit organization as the Board of Directors of the Chapter shall determine can carry out the stated objectives of the Chapter.
 
Section 4. The Board of Directors of this Chapter shall be responsible for the disbursement of all Chapter funds. The Treasurer of the Chapter shall submit a detailed written report of the Chapter’s financial position at each meeting of the Board of Directors. Expenditures that will reduce the Chapter Funds of Cash and/or other assets below $8,000.00 shall require the approval of the Finance Committee and the approval of two-thirds of the Board of Directors.
 
Section 5. At the first meeting of each newly elected Board of Directors, a Budget, prepared by the Finance Committee, shall be adopted for the ensuing fiscal year. The Budget shall provide for the operational expenses of the Chapter and shall not exceed 90% of the anticipated normal revenue of this Chapter for that period.
 
At the first meeting of each newly elected Board of Directors, a Budget, prepared by the Finance Committee, shall be adopted for the ensuing fiscal year. The Budget shall provide for the operational expenses of the Chapter.
 
Section 6. All dinner meetings of this Chapter shall be made self-supporting by adding a sufficient amount of the cost of said dinners to cover the cost of tips and refreshments. If there is a surplus accumulated, then the Treasurer will set it aside for future use in making up any deficits incurred at dinner meetings.
 
ARTICLE V – Officers and Their Duties
 
Section 1. Officers of this Chapter shall consist of the following:
Chapter Chairman  Secretary
Vice Chairman  Treasurer
 
The office of Secretary and Treasurer may be combined by action of the Board of Directors.
 
Section 2. All officers shall be elected for a term of one year. The Chapter Chairman shall be the presiding officer of all meetings of the Board of Directors, Regular Meetings, and Special Membership Meetings except the Program Committee Meetings. The Chairman shall, together with the Treasurer, sign all official documents. The Chairman, the Vice Chairman or the Secretary shall be empowered to countersign, with the Treasurer, all checks for withdrawal of any of the Chapter’s funds. The Chapter Chairman shall be vested with the authority to appoint any member in good standing to serve as Chairman of Standing or Special Committees except the Nomination Committee, the Finance Committee and the Education Committee. The Chapter Chairman shall be an ex-officio member of all standing committees. The Chapter Chairman shall, at the Annual Business Meeting, submit a report on the activities
of the chapter during his term of office and may take recommendations for the coming year.
 
Section 3. The Vice Chairman shall fulfill the duties of the Chapter Chairman when the latter is for any reason unable to act in the capacity of Chapter Chairman. He shall serve as the Program Director and shall serve on the Education Committee. He shall, with the approval of the Board of Directors, arrange and provide suitable programs for presentation at the Chapter meetings or such special meetings as may be called.
 
Section 4. The Secretary shall be the custodian of all official records and documents of the Chapter.  He shall prepare written minutes of all meetings of the Board of Directors. He shall maintain a correct and written list of the regular meetings as provided for in Article VI, Section 4, of these By-Laws.
 
Section 5. The Treasurer shall have charge of all funds or monies of this Chapter and shall disburse said funds or monies only as directed by the Board of Directors. He shall keep all Chapter funds and monies in a depository approved by the Board of Directors and shall be empowered to co-sign all checks for the withdrawal of Chapter funds. He shall present to the Board of Directors at each meeting a tabulation showing detailed current expenditures. The Treasurer’s record of accounts shall, at all times, be open to inspection by the Officers and members of the Board of directors of this Chapter.
 
The Treasurer shall by action of the Board of Directors, be indemnified with a Surety Bond of a sufficient amount to cover the average funds in the Chapter Treasury. He shall present to the Chairman of the Finance Committee a complete and detailed written report on the receipts and disbursements for the fiscal year for the Finance Committee to audit. The Chapter Chairman shall, in turn, make available to the membership audited results at the first yearly Chapter Meeting. A copy of this report shall be forwarded to the National Office of the Society.
 
Section 6. The board of directors may or may not deem it necessary to employ a business manager. His / Her duties will be to assist the Officers and Directors and will work only as advised by the board. He / She will be retained at the annual meeting each year by a majority vote. The salary will be set at the annual meeting for the coming year. He / She may, if appointed, serve on committees. He / She may make motions and cast votes with the board of directors. He / She must be a member in good standing. His/hers employment may be terminated at any time by the board of directors with majority vote.
 
ARTICLE VI- Board of Directors
 
Section 1. This Chapter shall be governed by a Board of Directors consisting of the following:
Chapter Chairman  Treasurer
Vice Chairman  Immediate Past Chapter Chairman
 
Secretary  Fifteen Other Chapter Members
 
The Board of Directors shall consist of those officers and directors listed and not less than one or more than three at-large Directors.  At-large Directors shall be appointed by the Chapter Chairman and approved by the Board of Directors, with terms that expire with the appointing Chapter Chairman.
 
Section 2. It shall be required that either the Chapter Chairman or Vice Chairman shall be present at any Board Meeting, in order that said Board meeting may qualify.
 
Section 3. Attendance of nine members of the Board of Directors shall constitute a quorum at any Board meeting.
 
Section 4. There shall be not less than four regular Chapter Board of Directors meetings during the fiscal year. The Board of Directors shall meet at the call of the Chairman or at the call of nine members of the Board at a place designated by those calling the meeting.  Regular Board meetings shall be held at such time and place as the Chairman designates.
 
ARTICLE VII – Chapter meetings and Annual Meetings
 
Section 1. There shall be held not less than four regular Chapter meetings during a fiscal year. The Chapter meetings are to be held at such time and place as may be selected by the Vice Chairman with the approval of the Board of Directors. The four Chapter meetings are to include the Annual Meeting, at which, time, the election of officers and directors for the ensuing year shall be announced.
 
Section 2. Provision shall be made that all members of record shall be notified of all meetings as provided for in Article VI, Section 4, at least five days prior to the designated date of such meeting.
 
ARTICLE VIII – Vacancies
 
Section 1. In case of a vacancy in the office of Chapter Chairman for any reason, the Vice Chairman shall automatically become Chapter Chairman and shall serve the unexpired term.
 
Section 2. In case of an unexpected vacancy in any other office or of the Directors, the remaining Board of Directors shall by a majority vote, elect any member of the Chapter in good standing to fill the unexpired term pursuant to Article IX: Section 2A.
 
ARTICLE IX – Nomination and Election of Officers and Directors
 
Section 1. A nominating Committee composed of not less than five or more than seven members in good standing shall, by a majority vote of the Board of Directors, be designated as a committee to place in nomination a list of candidates for the Officers and Directors. This list shall be submitted in the form of a ballot to the entire membership not less than fifteen days prior to the Annual Meeting. The board of Directors shall designate the Chairman of the Nominating Committee.
 
Section 2. The Nominating Committee shall submit a ballot for each of the following offices:  Chapter Chairman, Secretary, Vice Chairman, Treasurer
 
Section 2A. Nominees for these offices shall be members in good standing and shall have served at least two years on the Board of Directors or standing committee as provided by these by-laws.
 
Section 3. The Nominating Committee shall submit a ballot of members in good standing of which five shall be elected for a term of three years by a majority vote of the membership to become members of the Board of Directors.
 
Section 4. The Chapter Business Manager or a Director, who is not on the ballot, shall provide a means for all ballots to be returned to his or her office and shall not relate the ballot results until the Annual meeting. The Board of Directors may select the use of electronic balloting.
Ballots shall be totaled and a summary report shall be forwarded to the Secretary. The Chapter Business Manager or Director in receipt of electronic ballots shall retain these ballots for 30 days after the election results have been announced to the membership. The Chapter Chairman shall appoint a committee of not less than two members to audit the ballots and/or electronic summary report.  The committee shall return a report to the Chairman on the result of the balloting which he, in turn, shall announce to the members present at the annual meeting.
 
Section 5. After announcing the election of the new officer and directors, the retiring Chapter Chairman shall certify the newly elected incumbents to the Secretary.
 
Section 6.  Should a Director of this Chapter fail to attend two consecutive meetings of the Board of Directors, the Chapter Secretary shall issue correspondence to said Director advising that his/her position shall may be vacated upon their 3rd consecutive Board of Directors absence.  When a director in question is notified of two consecutive absences from Board of Director Meetings, it shall be his/her option to appeal to the Board of Directors, in writing, explaining the circumstances concerning the absences.
If it becomes necessary, at the next or 3rd Board of Directors Meeting, the attending directors shall use the information provided to determine how to proceed regarding the future status of the director in question.  This final determination shall be confirmed by a simple majority vote.
Should said Director fail to attend three consecutive meetings of the Board of Directors, and not exercise the option of appealing to the BOD, the Board of Directors shall declare the office of the absent Director as vacant.  Said absent Director shall be changed to an Ex-Officio status and shall be so notified in writing by the Secretary.  At the same meeting of the Board of Directors, the Directors present shall select an at-large Director to fulfill the unexpired portion of the term.
 
ARTICLE X – Committees
 
Section 1. The standing committees of the Texas Chapter shall be:
(a) Advisory Committee
(b) Education Committee
(c) Finance Committee
(d) Membership Committee
(e) Publicity Committee
(f)  Memorial Awards Committee
 
Section 2. The Chapter Chairman shall appoint a committee consisting of four past Chapter Chairmen and Immediate Past Chairman which committee shall be designated as the Advisory Committee. The past Chapter Chairman shall be Chairman of the Advisory Committee. The Advisory Committee may be called upon by the officers or directors to render opinions and make recommendations on matters of interest to the Chapter.
 
Section 3. The Education Committee shall consist of six members, two members to be appointed each year for terms of two years in addition to the Chapter Vice-Chairman who is elected yearly and the current FEF Key Professor. The Chairman of the Committee will be elected each year by members of the Committee. The members of this Committee, with the exception of the Chapter Vice Chairman and the current FEF Key Professor, will be appointed by the Chapter Chairman with approval by the Board of Directors. The duty of the education Committee shall be to develop a continuing educational program for the best interests of the majority of the members.
 
Section 4. The Finance Committee shall be composed of the newly elected Chapter Chairman, the immediate past Treasurer and three members of the Chapter in good standing. These three members shall be appointed by the Chapter Chairman and shall serve for the fiscal year. The Chairman of the Finance Committee shall be elected each year by the members of the Finance Committee.
 
The Finance Committee shall propose and submit a Budget of estimated income and expenses of the Chapter for the fiscal year.  Said Budget shall be prepared and submitted to the Chairman of the Chapter before the first regular meeting of the Board of Directors. Any expenditure in excess of those provided by the adopted Budget shall require the vote of two-thirds of the members the Board of Directors. The Budget shall not only provide a plan or guide of the financial program of the Chapter, but shall include any, expenditures for Student Chapters within Colleges and Universities under jurisdiction of the Texas Chapter.
 
It shall also be the duty of the Finance Committee to audit the Treasurer’s books prior to their presentation.
 
Section 5:  The Membership Committee shall be made up of not less than 3 and not more than 5 members in good standing.  The objective of the Committee shall be to promote membership in the Chapter through contact and assistance to new, renewing, and past members.  It shall also be the responsibility of the Committee to maintain a current roster and mailing/emailing list of members.
 
 Section 6:  The Publicity Committee shall be made up of not less than 3 members in good standing.  The duties of the Committee shall be to maintain the Chapter website and advise the Board of Directors of recommended and/or necessary changes to format, content, layout, etc.   It shall also be the responsibility of the Publicity Committee to assist in the promotion of Chapter events and activities at the Board of Directors request/approval.
 
Section 7. Memorial Awards Fund Committee shall be administered by three Trustees, all to be Past Chairmen of the Texas Chapter and to be appointed by the Board of Directors. The trustees are to serve for a three-year term, the first term being staggered so that one new member will be added to Trustees each year. A Trustee cannot serve two consecutive terms. The Chairman of the Trustees shall be the senior member of the Trustees. Trustees will assume the responsibility to administer the AFS Texas Chapter Harley Scoggins Memorial Awards Fund within the guidelines set forth in the Operating Procedures.
 
Section 8. The Chapter Chairman shall, with the approval of the Board Directors, appoint the Chairmen of other Standing Committees or Special Committees as he may deem necessary unless otherwise specified in the body of these by-laws.
 
ARTICLE XI – Amendments
 
Section 1. Notice of the intention to amend or change these By-Laws shall be sent by the Secretary to all members of record, in good standing, at least fifteen days prior to any regular or special meeting intended for the purpose of voting on the proposed changes or amendments.
 
Section 2. These By-Laws may be amended or changed by a majority vote of the membership present at any regular or special meeting provided section I of the Article has been complied with.
 
Section 3. These By-Laws and all subsequent amendments or changes thereto shall in no manner conflict with any provision governing the Chapter as set forth in the By-Laws of the American Foundry Society.
 
Section 4. No action or obligation of this Chapter shall prejudice the American Foundry Society.
 
ARTICLE XII – Fiscal Year and Annual Meeting
 
Section 1. The fiscal year of this Chapter shall be the period from July 1st to June 30th inclusive.
 
Section 2. The annual Business Meeting of this Chapter shall be the last meeting proceeding
July 1st of any year.