Chapter By-Laws

AMERICAN FOUNDRY SOCIETY -– KEYSTONE CHAPTER BY-LAWS

ARTICLE I - Intent

SECTION 1. This organization shall be known as the Keystone Chapter of the American Foundry Society Inc. For identification throughout these By-laws, whenever the word “Chapter” is used, it is meant to refer to the “Keystone Chapter of the American Foundry Society Inc.” Whenever “Society” is used, it is meant to refer to the “National Organization of the American Foundry Society”

SECTION 2. The objects of this Chapter shall be those of the American Foundry Society Inc. as set forth in its by-laws and Articles of  Incorporation.

SECTION 3. No part of the income or property of this Chapter shall inure to the benefit of any individuals, and in the event of the 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 best carry out the stated objects of the Chapter.

ARTICLE II - Territory

SECTION 1. The territory of the Keystone Chapter shall include (1) on the North, the Counties of Monroe, Lackawanna and Wyoming; (2) on the East, the Southern portion of New Jersey north to and including Ocean and Burlington Counties in New Jersey and also including the cities of Trenton and Phillipsburg; (3) on the South, the State of Delaware and the Pennsylvania Counties of Delaware, Chester, and Lancaster; (4) on the West, the Counties of Dauphin, Schuylkill and Luzerne. Changes in the Territory may be accomplished by agreement with the American Foundry Society Inc.

ARTICLE III - Membership

SECTION 1. Membership in the Keystone Chapter shall be governed by the requirements of the by-laws of the American Foundry Society Inc.

ARTICLE IV - Dues and Financing

SECTION 1. Each member of the Chapter shall pay dues as the Society prescribes for their grade of membership.

SECTION 2. All membership dues shall be paid to the order of the American Foundry Society Inc. and shall become payable when invoiced in accordance with the Society regulations.

SECTION 3. The Chapter may make provisions for raising funds for Chapter purposes, may receive donations or bequests, and shall have entire management and control of such funds, so far as said management and control shall not conflict with any of the objects of the Society or provisions of its by-laws. The Chapter shall have entire control of all funds thus raised or received either before or after establishment of the Chapter.

ARTICLE V - Officers and Directors

SECTION 1. The officers of the Chapter shall consist of a Chairman, Vice Chairman, Secretary, and Treasurer.

SECTION 2. The Board of Directors shall consist of a.) the Officers of the Chapter (Chairman, Vice Chairman, Secretary and Treasurer), b.) nine other members of the Chapter, and  c.) the retiring Chairman who shall become automatically a member for one year. The Board of Directors shall, as far as possible, represent a cross-section of the membership.

SECTION 3. The Officers shall be elected for terms of one year. The Chairman and Vice Chairman may not succeed themselves for more than two years.

SECTION 4. Three members of the Board of Directors shall be elected annually for a term of three years.

SECTION 5. The Officers and Directors shall be elected at the April meeting and shall assume their duties after being installed at the organization meeting.

SECTION 6. Chapter representative for special assignments in the national or regional organization shall be selected by the Board of Directors.

ARTICLE VI - Filling Vacancies Occurring In Membership of the Board of Directors

SECTION 1. In case a vacancy occurs in the office of the Chairman during his term, the Vice Chairman becomes Chairman.

SECTION 2. In the event a vacancy occurs on the Board of Directors, or in any office other than that of the Chairman, the Board of Directors shall elect a successor to serve until the next regular elections.

SECTION 3. A member of the Board of Directors no longer able to serve the best interests of the Chapter may be replaced at the discretion of the majority of the Board.

SECTION 4. Any member of the Board of Directors having three consecutive unexcused absences shall on approval of a majority of Board members be dropped from Board membership.

ARTICLE VII - Duties of Officers

SECTION 1. Chairman: The Chairman shall preside at all meetings of the Board of Directors and at all regular and special meetings of the Chapter when the proceedings are of a business nature.

SECTION 2. He shall, on the approval of the Board of Directors, appoint standing committee chairman and special committees and their chairman and see that these committees fulfill their functions. The Chapter Chairman shall be a member ex offico of all committees.

SECTION 3. He shall countersign all vouchers and checks for Chapter expenditures.

SECTION 4. He shall submit, at the Annual Business Meeting, a report reviewing activities of the Chapter and recommending future activities, together with the Treasurer’s report of the receipts and disbursements of the year.

SECTION 5. He shall recommend to the Board of Directors activities which he believes should be carried out during his term of office.

SECTION 6. Vice Chairman: The Vice Chairman shall fulfill the duties of the Chairman when the latter for any reasons is unable to act in his capacity as Chapter Chairman.

SECTION 7. Secretary: The Secretary shall record the minutes of all meetings of the Chapter and of the Board of Directors. He shall furnish copies of the minutes of all meetings of the Board of Directors to the members thereof, and shall advise them as to the time and place of the meetings. The Secretary shall issue notices of all meetings of the Chapter and of special events in which it may participate. He shall be the custodian of all papers and permanent records of the Chapter and shall assist the Chairman in the preparation of the annual report and perform such other duties as shall be delegated to him by the Board of Directors.

SECTION 8. Treasurer: The Treasurer shall receive and deposit in the name of the Chapter all funds of the Chapter in a bank approved by the Board of Directors, and make withdrawals therefrom only in the name of the Chapter and countersigned by the Chairman.  No disbursements shall be made for any purpose not provided for in the yearly budget recommended by the Budget Committee and approved by the Board of Directors.  The latter may ratify any expenditures beneficial to the Chapter made in case of any emergency at the direction of the Chairman.  In making collections, the Treasurer may endorse checks, drafts or money orders in the name of the Chapter.  The Treasurer shall keep complete and accurate records of all moneys of the Chapter received and disbursed, and shall secure vouchers for all payments made. The Treasurer shall submit detailed financial reports at all regular meetings of the Board of Directors, and furnish the Chairman and the Chairman of the Budget Committee with copies of the same record.  The Treasurer shall be responsible for the accounting for the moneys of the Chapter and his books must be audited before each Annual Business Meeting. He shall give a bond, the amount of which shall be fixed by the Board of Directors, the premium on said bond to be paid by the Chapter.

ARTICLE VIII - Board of Directors

SECTION 1. The affairs of the Chapter shall be governed by a Board of Directors. A majority of the Board shall constitute a Quorum at any meeting.

SECTION 2. The Board of Directors shall determine all policies and supervise all activities of the Chapter. The Board shall appoint the Nominating Committee and approve all standing committee chairman and special committee appointed by the Chairman. The Board shall approve the annual budget submitted by the Budget Committee and shall approve all expenditures of funds.

ARTICLE IX - Committees

SECTION 1. The Standing Committees of the Chapter shall be known as:

• Program Committee
• Entertainment Committee
• Education Committee
• Membership Committee
• By-Laws Committee
• Publicity Committee
• History Committee
• Meeting Arrangements Committee

SECTION 2. An Auditing Committee shall be appointed and approved by the Board of Directors by the April meeting.

SECTION 3. Duties of Committees: All Committees shall report and be responsible to the Chairman and the Board of Directors and shall perform their designated duties. Matters of policy involving the Chapter shall be left to the discretion of the Board of Directors. Committee Chairmen should select their own committee members.

PROGRAM COMMITTEE: The Program Committee shall arrange programs for the Chapter meetings.

ENTERTAINMENT COMMITTEE: The Entertainment Committee shall plan and supervise the social activities of the Chapter. The Committee shall consist of seven members of the Chapter in good standing with the Chairman appointed each year to serve a maximum of three years as Chairman. His successor shall be picked from the membership of the committee.

EDUCATION COMMITTEE: The Education Committee shall direct the educational work of the Chapter. This Committee shall represent the Chapter in educational matters requiring the cooperation between the Chapter and any Institute of Learning.

MEMBERSHIP COMMITTEE: It shall be the responsibility of the Membership Committee to obtain and retain suitable members. At Chapter meetings, it shall also be their responsibility to assist new members to get acquainted with other members of the Chapter.

BUDGET COMMITTEE: The Budget Committee shall recommend a yearly budget in advance of the first regular meeting after the yearly organizational meeting.  After approval by the Board of Directors, this budget shall be used by the Treasurer as a guide.  The Budget of estimated expenses shall not exceed 90% of the anticipated income of the Chapter.

BY-LAWS COMMITTEE: The By-Laws Committee shall prepare alterations and emendments to the By-Laws of the Chapter for submission to the Directors and the Membership.

PUBLICITY COMMITTEE: The Publicity Committee shall promote the general publicity of the Chapter and Society.

ADVISORY COMMITTEE: The History Committee shall prepare and maintain to date highlights of the Chapter’s activities.

SCHOLARSHIP COMMITTEE: The Scholarship Committee shall consist of five members, including the immediate past Chapter Chairman. The remaining four members shall be appointed by the Board of Directors. In the event the immediate past Chapter Chairman is unable to serve on the committee, the Board of Directors of the Chapter shall designate a member of the Board of Directors to serve in his place. The remaining four committee members shall be appointed to serve four year terms with one new member being appointed each year as the term of the senior committee member expires. The Scholarship Committee Chairman and Vice Chairman shall be selected from the Scholarship Committee by the Scholarship Committee. The Secretary serving on the Scholarship Committee would have the responsibility of reporting to the Board of Directors on the committee’s activities.

The Scholarship Committee shall administer all scholarships established by the Board of Directors. The details of each award can be found in specific wording of each scholarship. The committee shall endeavor to maintain communication with the recipients of these awards to facilitate contacts with prospective employers in the foundry industry.

If no satisfactory recipients for the scholarships are found during any year, the committee may, upon approval of the Board of Directors, avoid granting any of the scholarships for one year.  Notification of such intent should be made to the institution concerned within one month of the submission of the candidates by the institution.

The number and amounts of scholarships shall be as directed by the Board of Directors. The committee shall have custody of the scholarship funds, shall have authorization to deposit or invest at its discretion and in accord with good trust fund practice, shall receive and add income or donations, and shall pay the installments of the award due from income or from principal, so long as there remains in the funds a balance from such payments can be made.

The committee shall submit a report of its activities, plus a financial statement for all funds set aside for scholarships to the Board of Directors at the Annual Budiness meeting each year, and at other times as the committee deems advisable or the Board of Directors request.

Disbursements from the funds shall be by check signed by any two members of the Scholarship Committee or one member of the Scholarship Committee and the Treasurer of the Chapter.

ARTICLE X - Meetings of Board of Directors

SECTION 1. The Board of Directors shall meet at the call of the Chairman or at the call of five members of the Board.

SECTION 2. At least six meetings shall be held during the year.

ARTICLE XI - Meetings of the Chapter

SECTION 1. Regular meetings of the Chapter shall be held from the month of September to May. The date subject to selection by the Board of Directors.

SECTION 2. The officers of the Chapter may cancel any meeting because of extremely adverse weather conditions without prior Board action.

ARTICLE XII - Annual Business Meeting and Fiscal Year

SECTION 1. The Annual Business Meeting of the Chapter shall be held in June.

SECTION 2. The fiscal year of the Chapter shall begin on June 1.

ARTICLE XIII - Election of Officers and Members of the Board of Directors

SECTION 1. A Nominating Committee, consisting of seven members of the Chapter in good standing, shall be appointed by the Chairman with the approval of the Board of Directors at the February meeting. This committee shall report to the members at the March meeting, nominations for the offices of Chairman, Vice Chairman, Secretary, and Treasurer, to serve one year and nominations of three members of the Board of Directors to serve for three years. The names of other members in good standing may be added to those recommended by the Committee as nominees by  petitions signed by fifteen members and filed in writing with the Secretary fifteen days after the March meeting, at which meeting the Chairman shall announce the right of the members to do so.

SECTION 2. Election: The elections of officers and members of the Board of Directors shall be held at the April meeting.  If more than one name is to be voted upon for any office, the balloting for such office shall be by secret ballot.  Ballots then shall be distributed and counted by an election committee of three members present appointed by the presiding Chairman.

SECTION 3. Should no additional nominations be received as prescribed, nominations shall be declared closed and the Secretary shall at the April meeting cast the unanimous ballot of the membership for the election of those candidates named by the Nomination Committee.

SECTION 4. Installing of Officers: The newly elected officers and members of the Board of Directors shall be installed at the Organization Meeting.

ARTICLE XIV - Amendments

SECTION 1. These By-Laws may be amended at any regular meeting of the Chapter by a two-thirds vote of those present and voting, provided that the amendment has been submitted in writing at the previous regular meeting and has been approved by the Board of Directors.

ARTICLE XV - General Provisions

SECTION 1. The Chapter shall not be responsible for statements of opinions advanced in papers or discussions of the Chapter or Chapter Committees or printed in Chapter publications.