Bylaws

NORTH AMERICAN
THERMAL ANALYSIS SOCIETY

BYLAWS
(Revised November 2010)

ARTICLE I
ORGANIZATIONAL TITLE

Name
Section 1. The official title of the organization shall be the North American Thermal Analysis Society, Inc., abbreviated NATAS (hereinafter referred to as the Society).

ARTICLE II
SOCIETY OBJECTIVES

Objectives
Section 1. The objective of the Society shall be to promote the science and practice of thermal analysis through various publications, technical meetings, society awards and recognition, training, education, and liaison with other technical societies.

Affiliation with ICTAC
Section 2. The Society shall be an affiliate of the International Confederation for Thermal Analysis and Calorimetry (ICTAC) in North America, by improving the exchange of information on areas of common interest internationally, by coordinating programs, by providing a regional base from which to begin the planning for any future ICTAC meetings, and by assisting the activities and objectives of ICTAC in any way not detrimental to the Society.

Liaison with Local Topical Sections
Section 3. The Society shall offer assistance to local topical thermal analysis sections on request. Such assistance shall include but not be limited to those items described in Article XIII. Financial assistance may also be granted on approval of the NATAS Executive.

Communication
Section 4. The Society shall provide tools for technical communication among North American scientists including meetings and publications activities of other national and international groups and other news of interest, as well as encourage a continuing discussion of current technical issues.

ARTICLE III
MEMBERSHIP

Membership
Section 1. Individual membership in the Society shall be open to anyone supporting the objectives of the Society, upon payment of the annual fee, in U.S. dollars.

Membership Fees
Section 2. Annual membership fees based on the calendar year, shall be determined by the Executive and will be payable in U.S. dollars.

Loss of Membership
Section 3. Members who have not renewed annual dues before March 1st of each calendar year will be considered in arrears and will lose all privileges. The Treasurer may reinstate membership without prejudice upon payment of the current year’s dues.

Emeritus Membership
Section 4. Members of the Society who have held membership for five years prior to retirement or who suffer a permanent disability may be awarded an Emeritus Membership, if they request it, after the retirement or disability has begun. Approval of the Emeritus status shall come from the NATAS President. Such members will have full voting privileges and all other privileges of Society membership but will be exempt from further payment of the annual membership fee.

Fellows
Section 5. The designation as a NATAS Fellow recognizes a history of distinguished scientific achievement, significant technological accomplishment and/or outstanding scholarship in the field of thermal analysis. Fellowship status is open to all members of the Society. This honor is to be bestowed upon no more than one half percent (1/2%) of the membership each year through an election conducted by the Awards Chairman. Apart from the honor of being a Fellow, the recipient will have the same privileges and responsibilities as all other members of the Society.

Student Membership
Section 6. Student membership in the Society shall be open to any full-time undergraduate or graduate student with an interest in thermal analysis. Student status must be certified annually.

ARTICLE IV
GOVERNMENT

Executive
Section 1. The Executive of the Society shall consist of Officers and a Council.

Officers
Section 2. Officers shall be elected by Society membership and shall include a President, Vice-President, Secretary and Treasurer. Terms of office for the President and Vice-President shall be one year, coinciding with the calendar year. The Vice-President shall be the President-Elect. The terms of office of the Secretary and Treasurer shall be two years, but not more than four consecutive years.

Council
Section 3. The Council shall consist of Education Councilor, Meetings Councilor, Publications Councilor, and an Executive Councilor. The Councilors are elected by Society membership for two-year terms, but not more than four consecutive years. The Executive Councilor shall be the immediate Past President and shall have a single one-year term. Members of the Council must be members of the Society and may not simultaneously hold more than one position on the Executive.

Ex-Officio Members
Section 4. The Chairmen of Society committees are non-voting ex-officio members of the Executive.

Section 5. Closed meetings of the Executive may be held for the purpose of hearing a legal opinion, renewing contracts, or other sensitive issues. Such meetings shall be attended only by full members of the Executive.

Section 6. The ICTAC President and/or Vice-President may attend all Executive meetings to report on ICTAC activities, but may not vote (unless they are also Society executives).

Vacancies on Council
Section 7. In the event of a vacancy, either in the Officers or Council, occurring between elections, the Executive may make a temporary appointment until the next regularly scheduled Society election, at which time the position will be filled by normal balloting procedures.

Executive Meetings
Section 8. The Executive shall meet, when considered necessary, at the request of the President, but not less than twice a year. In addition, as appropriate meetings may be held by telephone conference.

Quorum
Section 9. At meetings of the Executive, five members of the Executive shall constitute a quorum.

Proxies
Section 10. A voting member of the Executive Committee wishing to vote by proxy shall designate a fellow member of the Executive Committee. A voting member wishing to vote by proxy shall contact the member whom the member wishes to exercise the proxy and must complete the proxy form in its entirety. Failure by the member to sign the form and complete all sections will invalidate the proxy. The duly executed proxy form shall be transmitted (by mail, email as a scanned attachment or fax) to the President of the Society prior to the applicable meeting or action. A separate proxy form shall be completed for each individual meeting. The solicitation of proxies is prohibited. No member shall hold or exercise proxies from more than one other member in any meeting.

Trusteeship
Section 11. The trusteeship of the Society shall consist of the Executive members with the stipulation that all Bylaw requirements are followed.

Discharge of Duties
Section 12. In the event that an Officer or Councilor fails to perform his or her duties in accordance with the Bylaws, or in the best interest of the Society, that officer or Councilor can be removed from office by the unanimous approval of all other Executive members. Under such conditions, the Executive will treat the vacancy so created as in Article IV, Section 7.

Powers
Section 13. The Executive shall have full power and authority over the affairs of the Society. The Executive shall have general supervision of the affairs of the Society between its business meetings, fix the date, hour and place of meetings, make recommendations to the Society, and establish Society policy. The Executive shall be subject to the orders of the Society, and none of its acts shall conflict with actions taken by the Society.

Staff Management
Section 1. As deemed appropriate the Executive Committee may contract a management entity to handle day-to-day affairs of the society, to maintain membership rolls, to administer an approved annual budget (collect income, pay expenses, arrange an annual audit, file necessary forms with the Internal Revenue Service, and other as required), to assist with the planning for and delivery of an annual technical meeting, to maintain an active up-to-date web site, and other duties as mutually agreed.

Section 2. Staff management shall be custodian of the Bylaws of the Society and all other important documents such as the incorporation, affiliation, insurance, awards, agreements, etc.

Section 3. Staff management in concert with the Nominating Committee will annually conduct an election to fill any expected vacancies on the Executive Committee.

ARTICLE V
DUTIES OF OFFICERS AND COUNCILOR

President
Section 1. The President shall have general supervision of the affairs of the Society and, when possible, convene and preside over all meetings of the Society, its Officers and its Executive.

Section 2. Meetings shall be conducted in accordance with Robert’s Rules of Order.

Vice-President (President Elect)
Section 3. The Vice-President shall assist the President and represent the President at the President’s request. If the Presidency is vacated, the Vice-President shall assume the office of the President for the remainder of the unexpired term plus the one-year term to which the Vice-President would normally succeed. The Vice-President is responsible for coordinating the activities of the Vendor Relations, Database, Volunteer, Local Sections and Bylaws Committees. The ICTAC representative shall report to the Vice-President.

Secretary
Section 4. The Secretary shall keep Minutes of all Society Business Meetings. In the absence of the Secretary at a Society Business Meeting or Executive Meeting, the President shall appoint a Secretary for that meeting. The Secretary is responsible for Membership and coordinating the promotion of membership. The Secretary may appoint, with the approval of the Executive, a Membership Chairman who will serve as a staff function to the Executive. The Secretary shall undertake other duties as the President or Executive may properly assign.

Treasurer
Section 5. The Treasurer shall monitor the receipt and disbursement of monies by staff management including the operation of bank accounts, savings instruments and investments. The Treasurer shall assure that staff management will file all necessary documents with the Internal Revenue Service on a yearly basis and all other documents necessary to maintain the society as a non-profit organization. The Treasurer shall chair the Finance Committee and prepare an annual Society budget to be approved at the fall Executive meeting.

Education Councilor
Section 6. The Education Councilor is responsible for the activities of the Short Course Coordinator and the Education and Academic Relations Committees.

Meetings Councilor
Section 7. The Meetings Councilor shall coordinate the activities of the NATAS Conference, Site Selection, and Joint Meetings Committees.

Publications Councilor
Section 8. The Publications Councilor shall coordinate the publications of the Society. That includes committees specifically responsible for NATAS NOTES, the Conference Proceedings, Conference Journal Publication, the THERMAL Listserver and the Website. The Publications Councilor shall coordinate the activities of the Awards Committee.

Executive Councilor (Immediate Past President)
Section 9. The Executive Councilor shall coordinate the long range planning activities of the Society and the Publicity/Marketing Committee. The Executive Councilor or designee shall serve as the chairman of the Nominating Committee.

ARTICLE VI
NOMINATIONS AND ELECTIONS

Committee
Section 1. The Executive Councilor or designee will serve as Chairman of the Nominating Committee that will consist of the Vice-President and two to four members in good standing appointed by the Chairman.

Nominations
Section 2. Any member in good standing for at least two consecutive years and has NATAS committee or Executive experience within the past 5 years is eligible for nomination. Nominations may be submitted to staff management on the chair of the Nominating Committee (Executive Councilor) at any time.

Call for Nominations
Section 3. Nominations shall be solicited through the Society publication, NATAS NOTES, via the Society web site, and by electronic mail to members. Written nominations must be submitted to the chairman of the Nominating Committee in accordance with the provisions of Article VI, Section 2. Nominations will close on June 1st of each year. The Nominating Committee will seek to ensure that a minimum of two qualified nominees is available for each open position on the Executive.

Election Procedure
Section 4. A slate of candidates shall be compiled by staff management and presented to the membership for balloting no later than July 1st of each year. Balloting may be conducted by mail, by electronic means, or by other appropriate method that provides each member access to the voting procedure. Closing date for receipt of the ballots by staff management shall be August 1st each year. After verifying that the ballots are from members in good standing, staff management shall count and tabulate the ballots. A plurality shall be required. Staff management will inform all candidates and the NATAS NOTES Editor of the election results by August 15th.

Voting Eligibility
Section 5. All individual members in good standing shall be eligible to vote in elections and in any other Society transactions requiring voting approval.

Qualifications for Vice-President
Section 6. Nominees for Vice-President shall meet all of the qualifications of Article VI, Section 2 and, in addition, shall have served on the Executive or as a committee chairman within the past five years.

Election Schedule
Section 7. Officers and Councilors shall be elected according to the following schedule:
Vice-President (President-Elect) annually
Secretary even calendar years
Treasurer odd calendar year
Meetings Councilor even calendar years
Publications Councilor even calendar years
Education Councilor odd calendar years

ARTICLE VII
AMENDMENTS TO BYLAWS

Committee
Section 1. The Vice-President will appoint a Chairman of the Bylaws Committee and three to five committee members.

Amendments
Section 2. Any member in good standing may submit proposed amendments to the Society Bylaws to the Chairman of the Bylaws Committee or the Vice-President. The Bylaws Committee will present such proposed amendments to the Executive at its next meeting and if approved by two-thirds of the Executive, the proposed amendments will be presented to the general membership for approval by majority vote at the next business meeting of the Society.

Revisions
Section 3. The Executive can initiate revisions to the Bylaws.

ARTICLE VIII
FINANCES

Disbursements
Section 1. The Treasurer is responsible for monitoring financial transactions of staff management and bears ultimate responsibility for the financial integrity of the Society. All disbursements, with the exception of normal operating expenses (those approved in the Society budget such as costs of NATAS NOTES, insurance, etc.), in excess of $500 must be approved by the President.

Auditing
Section 2. Annually an external auditor will be contracted by staff management with approval by the President to present a properly audited financial statement to the Executive no later than March 1st following the closing of the books. The fiscal year will coincide with the calendar year.

Currency
Section 3. All financial transactions of the Society will be in United States dollars. All payments to the Society (dues, advertising, etc.) must be equivalent to the full amount of the debt in United States dollars.

Investment of Society Funds
Section 4. A Finance Committee will be established annually. The Committee will consist of the Treasurer (who shall serve as chairman), President, Executive Councilor, the Meetings Councilor and one or more additional Society members. The Society will at all times maintain a reserve fund of 1.5 times an annual budget projection. The Committee is responsible for overseeing and monitoring how Society funds are used, and for making recommendations to the Executive regarding preferred options for investment of these funds.

ARTICLE IX
COMMITTEES

Role
Section 1. The conduction of Society business beyond the duties specifically outlined for Officers and Councilor in Article V and for the Executive in Article IV shall be accomplished by means of committee.

Leadership
Section 2. Chairmen of standing committees shall be appointed by the Executive except where specifically defined within the Articles of these Bylaws and shall serve as non-voting ex-officio members of the Executive for a minimum of one year. They must be members of NATAS. Chairmen of ad hoc committees shall be appointed by the Executive and shall serve for the duration of the activity.

Section 3. Chairmen are responsible for the actions of his or her respective committee.

Section 4. Reappointment of chairmen shall be subject to annual review by the Executive.

Membership
Section 5. Committees shall be made up of volunteer members of NATAS, except where specifically defined within the Articles of these Bylaws.

Section 6. The Executive may appoint members of ad hoc committees.

Coordination
Section 7. Committee activities shall be coordinated with Society needs by the Officer or Councilor identified in the description of duties in Article V.

Section 8. The President shall assign coordination responsibilities of committees not identified in Article V.

Execution
Section 9. Committees shall engage in activities appropriate for efficient, professional, cost effective accomplishment of tasks and shall report on said activities including specific recommendations to the Executive at or before each scheduled meeting of the Executive.

Sub-committees
Section 10. Committee Chairmen may assign specific activities within the scope of his or her committee responsibility to be carried out by a sub-committee(s). The Committee Chairman shall appoint the Chairman of sub-committee(s) within its jurisdiction.

Committees
Section 11. The standing committees of the Society shall be Local Sections, Awards, Bylaws, Conference, Education, Academic Relations, Short Course Coordination, Finance, ICTAC Liaison, Long Range Planning, Nominations, Publications, Publicity/Marketing, Membership, Joint Meetings, Site Selection and/or others as established by the Executive.

ARTICLE X
MEETINGS AND CONFERENCES

Conference Responsibility
Section 1. The Conference Committee is responsible for conducting an annual technical meeting or topical conference of NATAS. The Conference Chairman is responsible for the overall organization and management of this meeting.

Section 2. A separate Conference Committee shall be formed for each approved NATAS conference.

Section 3. An Exhibition shall be a part of the conference and the Conference Committee shall be responsible for it.

Section 4. The Executive shall approve the date, duration and location of the conference.

Annual Business Meeting
Section 5. A portion of the Society Conference shall include the Annual Society Business Meeting.

Joint Conferences
Section 6. In lieu of a conference under its own auspices, the Society may agree to hold a conference jointly with another group provided details are mutually satisfactory.

ICTAC-NATAS Conference
Section 7. In years when ICTAC meets within North America (U.S., Canada or Mexico), the Society shall not hold a separate annual conference. In such years, NATAS will sponsor the ICTAC congress as the North American affiliate and offer the services of its membership and Executive for the promotion of the ICTAC congress. The annual business meeting of the Society will be held at the ICTAC congress.

Section 8. In years when NATAS is the sponsor for an ICTAC congress, no financial burden shall be levied against NATAS for the congress. The ICTAC Congress Chairman may request a cash advance, which if granted by the NATAS Executive, must be returned in full to the Society Treasurer after the final financial accounting of the congress, but not later than four months after the congress.

ARTICLE XI
PUBLICATIONS

Responsibilities
Section 1. The Publications Councilor is responsible for final preparation, editing and publication of NATAS NOTES. In addition, the Publications Councilor should ensure that information of interest concerning NATAS activities is communicated to the Editor of the ICTAC Newsletter, possibly via the ICTAC Liaison.

NATAS NOTES
Section 2. The Society shall publish a newsletter, called NATAS NOTES, containing information of interest to members, a calendar of meetings of national and international interest, programs of such meetings, announcements of Society business, information concerning activities of ICTAC, personalities, etc. The Publications Chairman or his or her appointee shall act as editor of this newsletter.

THERMAL
Section 3. The Publications Committee shall maintain an electronic forum, called THERMAL, for discussion of topics and issues relating to thermal analysis and thermal science. THERMAL will be offered by the Society as a free service to any interested party. The Publications Chairman or an appointee shall act as moderator of this electronic forum.

Proceedings Publication
Section 4. The Publications Committee in cooperation with the Conference Committee shall publish a Proceedings of the annual NATAS Conference. The detailed responsibility for this publication will be delegated to a specific editor(s) appointed by the Publications Councilor.

Journal Publication
Section 5. The Publications Councilor shall arrange for full papers from the conference to be published in an appropriate journal. He/she may appoint a guest editor(s) to solicit manuscripts, arrange for reviewing and interact with the journal staff.

ARTICLE XII
AWARDS

Responsibilities
Section 1. The Awards Committee shall consist of a chairman, appointed by the Executive, and four additional members in good standing appointed by the Committee Chairman. The Awards Committee is responsible for the administration of Society awards including those sponsored by external organizations.

Sponsorship of Awards
Section 2. Any or all of the NATAS awards may be sponsored and supported financially by an individual, vendor or other entity/organization subject to approval by the Executive. The sponsor of any NATAS award will be so noted and acknowledged on the appropriate award plaque, in all award announcements and in society publications (including the NATAS website). The award sponsor, or a representative of the award sponsor, may present the award to the recipient at an official NATAS meeting or function with the approval of the Executive.

Descriptions
Section 3. The NATAS award for outstanding achievement in the field of thermal analysis recognizes an individual who has many significant, sustained contributions in the advancement, development, or applications in the thermal area, broadly defined.

Section 4. The NATAS student award recognizes the outstanding contribution to the annual technical conference by a student.

Section 5. NATAS Fellowship recognizes a history of distinguished scientific achievement, significant technological accomplishment and/or outstanding scholarship in the field of thermal analysis. Fellowship status is open to all thermal analysts who are members of the Society. This honor will be recognized by the presentation of an inscribed plaque at the annual meeting of the Society and may be bestowed on no more than one half (1/2) percent of the membership each year.

Section 6. The NATAS outstanding service award recognizes an accumulation of significant contributions to the Society that have accrued from dedicated service to the Society. The award may be given to any current member of NATAS who has been a member for at least five years.

Nominations
Section 7. Nominations for the awards administered by NATAS will be solicited from members of the thermal analysis community through notices in the publications of the Society, ICTAC and other relevant scientific journals. Candidates for NATAS awards may be nominated by any member of the Society. Nominations are valid for three years. Consideration beyond that time requires the submission of a new nomination. The Awards Chairman will use the official membership lists of the Society to confirm the eligibility of a nominee or a committee member. The identity of each nominee is confidential and is to be known only by the members of the Awards Committee.

Presentations
Section 8. The identity of the award recipients will be published in NATAS NOTES. The presentation of the awards will coincide with the annual technical meeting of the Society.

ARTICLE XIII
LOCAL SECTION AFFILIATION

Affiliation
Section 1. An existing local thermal analysis topical group may seek affiliation with NATAS by submitting a letter of application to the Executive. Enrollment as an affiliated Local Section will be complete upon approval of the application by the Executive and written notification to the Local Section.

Section 2. The Society may assist in the creation and organization of Local Sections in a variety of ways including those in Article XIII, Sections 5, 6, 10 and 13.

Section 3. Withdrawal of affiliation may be made by either the Society or local organization with 60 day prior written notification.

Committees
Section 4. The Local Sections Committee Chair will form a Local Sections Committee consisting of one representative from each of the Local Sections, chosen by each Local Section in whatever manner that section finds appropriate. This body will forge a consensus viewpoint on local section needs and issues for the Local Sections Chair. Members of this committee shall also communicate the views of the Society to the Local Section Membership.

New Affiliates
Section 5. The Local Sections Committee Chair shall provide for the administrative needs of nascent local sections, including detailed information on forming a local section, communication pathways, and the responsibilities of the Society and local organizations to one another.

Society Obligations
Section 6. The Society shall secure tax-exempt status for each of its affiliated local sections. The Society may provide up to $200 as start up money for new local sections or as emergency monies as needed if the local section has met its societal obligations. Release of funds is subject to the approval of the Local Sections Committee Chair, Society President and Treasurer. The Society will make liability insurance available as a rider to its insurance policies. In instances of need, for example, starting a new Local Section, the Society may pay the initial premium (release of funds subject to approval of the Local Sections Committee Chair, Society President and Treasurer). In all other instances, each Local Section will pay its own premium.

Education
Section 7. The Society may provide up to $500 annually to each affiliated Local Section to support speaker travel, organization of symposia, or other activity intended to promote the functioning of the Local Section. Release of these funds is subject to the approval of the Local Sections Committee Chair, Society President and Treasurer. Funding for years subsequent to the first will depend upon the effective use of the provided monies for the stated purpose as detailed in the Local Section annual report.

Section 8. The Society may provide support for Regional Meetings, in which two or more Local Sections participate, including a description of meeting formats, a list of potential topics and speakers, a list of contacts for potential support from instrument vendors.

Section 9. The Society may provide information on standardization methods including American Society for Testing and Materials (ASTM) methods and other resources.

Administration
Section 10. The Society may supply information on starting, governing and maintaining the vitality of a Local Section.

Section 11. The Society may provide each Local Section with an annual list of NATAS members within its jurisdiction.

Local Section Obligations
Section 12. Each affiliated Local Section will distribute Society membership information and participate in membership campaigns when requested.

Section 13. Each Local Section shall maintain a minimum of 10% of its membership as Society members.

Section 14. Each Local Section will provide information regarding local universities and local industry for potential Society membership activities.

Section 15. Each Local Section will maintain a job manual for officers (NATAS can provide general outlines).

Section 16. Each Local Section shall provide the NATAS Local Sections Committee Chair with a list of potential speakers and/or topics for inclusion in the Society’s Speakers Bureau.

Meetings
Section 17. Each Local Section shall organize and hold an annual technical program. Alternatively, the Local Section may participate with one or more other Local Sections in a regional technical program that focuses principally on thermal analysis and allied sciences.

Section 18. Each Local Section will distribute information on upcoming regional and national meetings to its membership and its general mailing list.

Section 19. Each Local Section shall provide support for the Society conference when it is held within its jurisdiction. This will include help with on-site registration (including preparation of registration packages), information on local activities and restaurants, projectionists, etc.

Finance
Section 20. Each Local Section shall strive to be financially self-sufficient.

Section 21. Each Local Section may assess its own membership fees, seek corporate sponsors or mount fund raising campaigns for its own purposes, independent of those of NATAS.

Annual Reports
Section 22. At the end of its fiscal year, each Local Section will provide the Society Secretary and Administrative Staff with an annual report of its membership, specifying the names, addresses, phone numbers of individuals that are NATAS members.

Section 23. Each Local Section will provide an annual report to the Society Local Section Committee Chair (by February) detailing activities and listing officers for the year.

Section 24. At the end of its fiscal year, each Local Section will provide the Society Treasurer and Administrative Staff with an annual financial report which will include the number of Local Section members and percent of the Local Section’s membership which is also NATAS members.

ARTICLE XIV
DISCONTINUANCE

Discontinuance
Section 1. In the event of discontinuance, disposal of the Society’s assets, after payment of all just debts, shall be decided by the Executive. Such assets will be disbursed to a scientific society or societies with aims consistent with those of the Society.

ARTICLE XV
CORPORATE SEAL

Description
Section 1. The corporate seal shall have inscribed thereon the name of the corporation (North American Thermal Analysis Society, Inc.), the year of its incorporation (1979), the State of incorporation (Delaware) and the words “Corporate Seal”.

Section 2. The Society may develop special logos or markings for specific purposes (annual technical meeting, brochures, letterhead, etc.). Such markings must be approved by the Executive Committee and protected by Trademark.

ARTICLE XVI
INDEMNIFICATION

Indemnification
Section 1. The Society, through the action of the Executive, shall have the power to indemnify any person who is a party to any legal action in connection with representation of this Society provided he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Society.