AMENDED AND RESTATED BYLAWS OF

NATIONAL CONFERENCE OF STANDARDS LABORATORIES
(a/k/a NCSL International) Rev. APRIL 2012


ARTICLE 1 - MEMBERSHIP


1.1 Membership Categories

National Conference of Standards Laboratories (a/k/a “NCSL International”) supports four classes of membership for metrology professionals having an interest in, or concern about, standards, metrology, calibration laboratories, measurement of physical quantities, and the development of standards of practice.


To join NCSL the organization or individual must submit an application for membership. Upon acceptance of the application and payment of the prescribed dues and setup[?] fees, membership will be active for one year at a time. Each membership category has within it duties and or privileges as defined by paragraph 3.3 or 3.5 of Article 3.


The Executive Director shall review the applicant’s qualifications for membership. If there are any issues regarding qualification for membership, the Executive Director shall forward the application for review and final determination by the Board of Directors.

1.1.1 Business Group membership

This membership tier is designed for a work group, team, sales office or small laboratory with no restrictions on the site or address. The group reports to a single manager whose business group (direct and indirect/at all management levels) does not exceed 20 persons. It includes all rights of membership, including voting rights. At this membership level, the business group would select one representative that would represent the group on voting and association matters.

1.1.2 Associate Membership(s)

The membership tier is one for individuals within a business group. The individual applying as an associate member must be part of a current Business Group Membership account. This tier is meant for persons within a business group who wishes to receive and/or have direct access to NCSLI services and products.

1.1.3 Individual Professional Memberships

This category is for individuals who are active in the metrology profession or have an interest in staying abreast of what is going on in the world of measurement.

1.1.4 Student Memberships

Student memberships are available to students enrolled in a degree program in the metrology field at an accredited school.

1.2 Dues

  1. Annual dues shall be payable to NCSLI no later than the date specified on the invoice.
  2. A member who resigns in good standing (dues paid up to date) may reapply for membership. The Board of Directors may establish a reinstatement fee to cover the costs associated therewith.
  3. A member who has not paid the current dues by the date specified on the invoice will be dropped from membership after being notified by mail by the Business Office.

1.3 National Metrology Institutes and Internationally Recognized Regional Metrology Organizations Representation

  1. Each functional element of a National Metrology Institute of a country shall be entitled to apply for membership in the corporation according to the procedure outlined in paragraph 1.1 of Article 1 of these Bylaws. In addition the Director of the National Metrology Institute in any country having demonstrated interest in NCSLI activities may be invited by the Board of Directors to nominate one (1) National Metrology Institute staff member to represent the Institute on the Board of Directors. Once confirmed by the Board of Directors, the representative shall serve as that National Metrology Institute’s representative with duties defined in paragraph 3.2 of Article 3 until such time as the Director of the National Metrology Institute identifies a new nominee. The National Metrology Institute representatives must be reaffirmed annually by the Board of Directors.
  2. Each Internationally Recognized Regional Metrology Organization may be invited by the Board of Directors to nominate one (1) active staff member to represent the organization on the Board of Directors. Once confirmed by the Board of Directors, the representative shall serve as that Regional Metrology Organization’s representative with duties defined in paragraph 3.2 of Article 3 until such time as the Management of the Regional Metrology Organization identifies a new nominee. The Regional Metrology Organization representatives must be reaffirmed annually by the Board of Directors.

1.4 Liaison Representation

Any organization with interest related to standards or measurements whose request has been approved or that has been invited by the Board of Directors may appoint one (1) Liaison Delegate with duties and privileges as defined by paragraph 3.4 of Article 3.


ARTICLE 2 - ORGANIZATION


2.1 Officers

The officers of the corporation shall be the President, Executive Vice-President, thirteen (13) Vice-Presidents, Treasurer, Secretary and Immediate Past-President.

2.2 Board of Directors

The corporation’s affairs shall be managed by a Board of Directors. All members of the Board of Directors except the National Metrology Institute and Recognized Regional Metrology Organization Representatives shall be voting members of the Board of Directors. All voting members of the Board of Directors shall be in compliance with the provisions of paragraph 4.4, inclusive, at the time of nomination. Past Presidents, except the Immediate Past-President, have lifelong Board of Directors ex-officio status. They have all the rights and privileges of a full Board Member except they do not contribute to a quorum or have the right to vote. The Immediate Past-President is a member of the Board of Directors and the Executive Committee and contributes to a quorum. Past Presidents may hold membership on national, regional, or sectional committees.

2.3 Executive Committee

Between meetings of the Board of Directors the affairs of the corporation shall be directed by the Executive Committee consisting of the President, Executive Vice-President, Secretary, Treasurer, Immediate Past-President, and Operations and Marketing VP. Day to day activities will be conducted by the Executive Director under the general direction of the Executive Committee.

2.4 Delegates' Assembly

Member Delegates and the Board of Directors, meeting in business sessions as the Delegates’ Assembly, shall consider reports of officers and committees and any other matters pertinent to the function and activities of the corporation. By resolution, the Delegates’ Assembly may recommend, but not direct, action to be taken by the Board of Directors.

2.5 Appointive Committees

  1. The Board of Directors may establish and direct Standing and Special Committees to carry on activities of the corporation, define their responsibilities and powers, and set forth rules for their operation and for the appointment, qualifications, tenure, and number of members. The corporation’s President or Vice-Presidents shall appoint all committee chairs reporting to them. Meetings of such Committees, if required, shall be called by the respective chairs.
  2. The Board of Directors, the Executive Committee, or the President may establish and define the responsibilities and powers of Special Committees, whose terms shall not exceed one (1) year, unless otherwise fixed or extended by the Board
  3. All Liaison Delegates from the corporation to other organizations should be appointed by the President or Executive Vice-President. Other persons from member organizations may be appointed as Liaison Delegates with the concurrence of the Board of Directors.


ARTICLE 3 - POWER AND DUTIES


3.1 Officers

  1. The President is the presiding officer at all meetings of the Board of Directors, the Executive Committee and the Delegates’ Assembly. The President shall be responsible (either directly or by delegation in writing to other members of the Board), for the direction and coordination of the efforts of the other officers and all committees.
  2. The Executive Vice-President shall assist the President in the discharge of the duties of that office, particularly in long-range planning, in coordinating the work of the corporation’s committees and in carrying out special projects. In the absence of the President, the Executive Vice-President shall serve as Acting President at meetings and other official functions of the corporation. In the absence of both the President and the Executive Vice-President, the Executive Committee shall select another member of the Board to serve as Acting President.
  3. The Vice-Presidents shall be responsible for Committees or Regions, as assigned, assisting the Committee Chairs or Regional Coordinators, as necessary to assure goals and special assignments are accomplished. The Vice-Presidents are also responsible (either directly or by delegation) for written reports at each Board of Directors’ meeting, for inputs to each newsletter (i.e., Metrologist) and as may be directed by the President and/or the Board of Directors, covering activities of each area of responsibility for which they are accountable.
  4. The Treasurer has responsibility for all financial transactions and records of the corporation including the following:
    1. Periodically presenting, at least annually, the income and expenditures statement to the Board of Directors.
    2. Periodically presenting, at least annually, the budget and asset/liability status to the Board of Directors.
    3. Obtaining an annual professional audit of the corporation’s financial records by a certified public accountant.
    4. Working with the Executive Vice-President to prepare the Annual Budget and obtaining Board of Directors’ approval thereof.
    5. Maintaining a Surety Bond or insurance covering the President, Executive Vice-President, and Treasurer in an amount not less than the total or projected net assets of the corporation and maintain a Surety Bond or insurance covering any individual(s) in control of any of the corporation’s current asset(s) exceeding ten thousand dollars ($10,000.00), in an amount of not less than the actual or projected current asset(s).
    6. Reconciling all deposits and withdrawals, on a monthly basis, with respect to all accounts and depositories maintained by the corporation.
    7. Preparing and filing of required tax returns and maintaining the records pertaining thereto.
    8. Obtaining necessary signature authorizations for the incoming President and succeeding Treasurer.
    9. Contracting for personnel and/or services as authorized by the NCSL International  Board of Directors.
    10. Maintaining the records and documents required for support of periodic reports and audits in such order that they may be transferred to the President or succeeding Treasurer at any time.
  5. The Secretary carries on necessary official correspondence and communication between the corporation and other organizations, as authorized by the President. The Secretary prepares the minutes of all regular meetings of the Board of Directors and the Executive Committee.
  6. The Immediate Past President serves as Chair of the Nominating Committee and the William A. Wildhack Award Panel during his or her term in office and for the year following that term of office. During the year of office this person also serves as a member of the Long Range Advisory Committee, and serves the President as a parliamentarian, advisor and confidant.

3.2 National Metrology Institutes and Internationally Recognized Regional Metrology Organizations Representation

The National Metrology Institutes and Internationally Recognized Regional Metrology Organizations Representatives to the Board of Directors shall be responsible for keeping the corporation informed of the policies and programs of their Institutes or Organizations; for providing an official channel of consultation and cooperation on current or proposed corporation activities, such as meetings, measurement assurance programs, publications, directories and questionnaires. The National Metrology Institutes and Internationally Recognized Regional Metrology Organizations Representatives shall not be eligible to serve as officers of the corporation. No dues shall be required of the Bureau International des Poids et Mesures (BIPM).

3.3 Member Delegates

Each Member Delegate shall be responsible for reflecting the views of the management of his or her organization with respect to issues under consideration by the corporation, for assisting the committees of the corporation in obtaining appropriate information from such organization and in keeping such organization informally advised of the plans and activities of the corporation. A Member Delegate shall be eligible to serve as a member or chair of any corporate committee.

3.4 Liaison Delegates

  1. Liaison Delegates to the corporation shall be responsible, just as are Member Delegates, for reflecting the views of the organizations that they represent.  Liaison Delegates to the corporate organization who are not Member Delegates are encouraged and expected to assist the Board of Directors and committees in obtaining appropriate information from their respective organizations, and for keeping their own organizations’ advised of the plan and activities of the corporation that are of mutual interest.  Such Liaison Delegates may attend the Board of Directors meetings and general meetings and may be elected or appointed to any corporate Standing or Special Committee. They may also attend the Delegates’ Assembly and may ask the privilege of the floor, but shall not be entitled to vote.  No dues shall be required of such delegates.
  2. In addition, all persons appointed as Liaison Delegates to other organizations shall be responsible for reflecting the views of the corporation to that organization and also for keeping the Board of Directors and Committees advised of all activities of mutual interest.

3.5 Other Classes of Membership

Student members are not considered Member Delegates and do not have the right to vote in Board Elections. They shall not be eligible to serve as officers of the corporation.


ARTICLE 4 - ELECTION AND TERMS OF OFFICE


4.1 Delegates

The term of any Member Delegate or Liaison Delegate’s appointment shall continue until terminated by the appointing organization.

4.2 Board of Directors

  1. An election of officers and members to serve on the Board of Directors shall be held annually by ballot with the exception of the International Vice President who shall be appointed by the President, and the Treasurer and Secretary both of which shall be appointed as follows: Nominations for the Treasurer and Secretary shall be made by the Nominating Committee or by a member of the Board of Directors. The appointment of the Treasurer and the Secretary shall be confirmed by the Board of Directors no later than the July/August Board meeting prior to the year when the office would be assumed.
  2. Nominations and elections shall be conducted by the Nominating Committee, which will prepare a slate of one (1) candidate for each vacancy for consideration and approval of the Board of Directors. The current or previous Immediate Past-President shall be the chair of the Nominating Committee. The new members of the Board shall assume their responsibilities on January 1 following the election and shall serve through December 31 of the year in which their respective terms expire.
  3. The President shall serve a two-year term at the end of which the President becomes Immediate Past-President.
  4. The Executive Vice-President and the Immediate Past-President shall serve one-year terms at the end of which the Executive Vice-President becomes President, and the Immediate Past-President retires from the Board unless elected or appointed to the Board. The Executive Vice President position shall be filled for even years, and the Immediate Past President shall be filled for odd years. Exceptions to this one year limit may occur as described in paragraph 4.2e of Article 4.
  5. The Vice-Presidents, the Secretary and the Treasurer shall serve two-year terms. The terms of six (6) of the Vice-Presidents and the Secretary shall expire in even-numbered years; the terms of the other Vice-Presidents and the Treasurer shall expire in odd numbered years.
  6. Appointments to fill vacancies on the Board shall be made by the President and be ratified by a majority of the Executive Committee. If the Presidency shall become vacant, the Executive Vice-President shall complete the vacant term prior to serving the normal term as President. The Immediate Past-President’s term shall be extended until the Presidency and Executive Vice-President positions are filled.  If the Presidency and/or the Executive Vice Presidency should become vacant, the vacancies shall be filled by a three-fourths majority vote of the Board of Directors until the next regularly scheduled election. The Immediate Past President shall fulfill that role until the Board of Directors is able to hold that vote.

4.3 Balloting and Election Procedure

On or prior to July 1, the Nominating Committee shall inform the membership of the proposed nominees. Additional nominations for the positions of Executive Vice-President (if applicable) and Vice-President may be submitted by write-in petition prior to August 1. Each write-in petition requires the signature of ten (10) Member Delegates, in addition to the requirements of paragraph 4.4 of Article 4. All requirements shall be included with the Nominating Committee report to the membership. The committee shall prepare a ballot to be distributed by August 15 and all ballot selections recorded or returned to the NCSL International Business Office by October 1 shall be validated and counted. The results of the election shall be announced at the next Board of Directors’ Meeting (usually the October meeting), and to the membership in the next issue of the newsletter (i.e., Metrologist).

4.4 Office Requirements

The following are the general requirements for individuals being nominated to serve as an officer in the corporation unless a requirement(s) is waived by action of the Board of Directors:

  1. The Executive Vice Presidency candidate shall currently be a Board of Directors member and have served the previous three (3) years on the Board of Directors at the time of nomination.
  2. The Vice Presidency candidates shall have completed two (2) years experience as committee chair, regional or sectional coordinator or two (2) years previous service on the board at the time of nomination.
  3. All officer nominees shall be  Member Delegates unless they have already served two (2) years on the Board of Directors.
  4. All nominees to have the necessary support of their member organization.
  5. All nominees shall agree to serve as an officer for whatever responsibility is assigned if elected


ARTICLE 5 - MEETINGS

5.1
     
    The Board of Directors of the NCSL International shall hold at least two meetings each year. A majority of the Board shall constitute a quorum for the conduct 
    of business  unless stipulated otherwise in these Bylaws. Additional meetings shall be held as determined by the Board of  Directors, at the call of the President 
    or on petition of five (5) members of  the Board of Directors. Notice of the  meeting, of the Board of Directors shall be delivered not less than 15 days  before the 
    date of the meeting, either personally, by  mail, or electronic means, by or at the direction of the President, the  Secretary or the officers or persons calling the 
    meeting, to each member of the  Board. If mailed, such notice shall be deemed delivered when deposited in the United States’ mail addressed to the  member at 
    the member’s address as it appears on the records of the corporation, with postage thereon prepaid. When necessary the NCSL International President may call 
    for a special Board of  Directors meeting to be held by telephone conference call. Such meetings will  require a minimum of five days notice. The purpose of the 
    meeting shall be identified in the meeting notice  announcement. Normal quorum requirements  in these Bylaws will be required. The agenda of a special Board 
    of Directors  meeting shall be limited to the items contained in the announcement of the meeting.
5.2

    The Executive Committee shall meet as directed by the Board  of Directors and additionally at the call of the President.


5.3

    A  Delegates’ Assembly shall be held at times and places determined by the Board  of Directors.  Such Assembly shall be  considered to be the annual meeting 
    of members. Notice of such meetings shall be given by mail or electronic means not  less than 15 days before the date of the meeting, by or at the direction of 
    the President, the Secretary or the officers or persons calling the meeting, to  each Delegate. Such notice shall be  deemed delivered when deposited in the 
    United States’ mail addressed to the  Delegate at the Member Delegate’s address as it appears on the records of the  corporation, with postage thereon prepared.


5.4

    General Meetings, such as conferences, symposia, workshops,  seminars, facility visits, etc., shall be held at times deemed appropriate by  the Board of Directors 
    or the Executive Committee or in cooperation with other  organizations. Regional or Sectional  meeting times shall be established by those coordinators.


ARTICLE 6 - ATTENDANCE AT MEETINGS

6.1

    Unless the Board of Directors or Executive Committee agrees  to and publicizes a limitation on attendance, based on priority in  registration, special invitation or 
    otherwise, attendance at general meetings  or conferences arranged by the corporation, or by the corporation in  cooperation with other organizations, shall be 
    permitted for all those  corporate Member Delegates having paid the prescribed dues or registration fees.

6.2 

    When approved by the Board of Directors or its Executive  Committee, attendance at meetings is permitted upon payment of the prescribed  dues or registration 
    fees (or upon invitation of the President, without payment  of fee) for:  (1) persons other than  Delegates serving on or meeting with corporate committees by 
    invitation (2) additional persons from member  laboratories; and (3) other interested individuals. Regional corporation meetings and corporate  committee 
    meetings are open to any interested individuals.


ARTICLE 7 -  ASSETS


7.1 Account


    The Executive Committee members as official signatories of all corporate organizational saving accounts, including savings certificates, are authorized to act in
    matters relating to said accounts, including, but not limited to, withdrawals and transfers of all or part of such accounts.  However, the assigning and/or pledging of
    such accounts for any loan(s) made by the issuing, financial institution shall require authorization by the Board of Directors.


7.2 Benefit


    No part of the net earnings of the NCSL International shall inure to the benefit of any of its members, officers or other private persons, except that the 
    organization may pay reasonable compensation for services rendered and make expenditure in  furtherance of the corporate purposes.



ARTICLE 8 - DISCIPLINE


8.1 Expulsion or Suspension
                                
    Expulsion or suspension of a member organization must be  based upon clear evidence that the member organization (as opposed to its  appointed 
    delegate) is no longer supporting the purposes of the corporation or  their actions or inactions are contrary to the goals and policies of the  corporation. 
    Expulsion or suspension of  a member organization is a serious matter and will not be considered for  frivolous or unsubstantiated claims. All charges 
    and/or claims brought to the attention of the  President shall be reviewed by the Board of Directors. A decision to consider such charges and/or  claims, 
    or a decision to appoint an Ad Hoc Committee to investigate shall  require at least an affirmative two-thirds majority vote of the total Board of  Directors. 
    Upon such vote, the  President shall appoint an Ad Hoc Committees  of not less than five (5) impartial Member Delegates (a majority of whom are  not 
    members of the Board of Directors) to investigate all charges and/or  claims. Upon a recommendation by the Ad Hoc Committee for further action, the 
    President of the corporation shall invite the member organization,  its member delegate, the appointing officer and/or officials or managers to the  next 
    Board of Directors’ meeting to discuss the issues. As a result of this hearing, the Board of  Directors may take one of the following actions:

  1. No action (when the facts derived in the hearing do not sustain further action or if the member organization takes appropriate corrective action).
  2. Written warning (when the facts support the claim that the member organization and the NCSL’s purposes appear to be contrary but an effort by the member organization is to be made to reexamine its purpose; a date will be set for review of this action).
  3. Suspension (when the facts support the claim and the decree of the non-compatibility of purposes is severe enough as to warrant expulsion).
  4. Expulsion (when the facts support the claim and the degree of the non-compatibility of purposes is severe enough as to warrant expulsion).

    At least a four-fifths majority vote of the total Board of Directors is required on any decision to expel or suspend a member organization for cause. A written 
    warning requires at least a  three-fourths majority vote of the total Board of Directors.

8.2 Removal of Members of the Board

    Any member of the Board of Directors may be relieved of their office if they fail to execute the responsibilities of the position or whenever their actions or inactions 
    are contrary to the purposes of the  corporation. Such removal requires at  least a three-fourths affirmative vote of the total Board of Directors. (The President will 
    notify the member  organization (i.e., the appointing officer of the individual removed)).

8.3 Removal of Persons from Appointed Positions
                                  
    Any person appointed to a position (except to positions on the Board of Directors) may be relieved of that position upon notification by the President. This includes, 
    but is not limited to, Regional coordinators, Committee  Chairs, and liaison Delegates from the corporation to other organizations. Liaison Delegates from other 
    organizations to the  corporation may be denied privileges extended to such delegates (attendance at  meeting, conferences, addressing the Board, etc.) upon 
    majority vote of the total Board of Directors. The President  will notify the other organization that its delegate is persona non grata.


ARTICLE 9 - GENERAL PROVISIONS


9.1 Corporate Seal


    The corporate seal of the corporation shall consist of two concentric circles, between which shall be the name of the corporation and the word “Colorado”, and in 
    the center shall be inscribed the word “Seal” which  seal is hereby adopted as the seal of this corporation.

9.2 Loans


    No loan shall be contracted on behalf of the corporation and no negotiable paper shall be issued in its name unless authorized by the Board of Directors.

9.3 Parliamentary Procedure


    Meetings and transactions of business shall be conducted in accordance with Robert’s Rules of Order, but the Board of Directors may establish rules of procedure 
    or precedent which are not inconsistent with these Bylaws.

9.4 Amendments

    Amendments may be made to these Bylaws by at least a  two-thirds vote of the members of the Board of Directors taken at any regular  meeting or by poll of the 
    Board of Directors after notice of the proposed  changes has been sent to all members of the Board of Directors.

These Amended and Restated Bylaws were adopted and ratified on the 18th day of April, 2012 by the Board of Directors of the National Conference of Standards Laboratories.