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By-Laws
of the Food, Pharmaceutical and Bioengineering Division
Article
I:
Name and Objective
Article II:
Membership
Article III:
Organization
Article IV:
Meetings
Article V:
Elections
Article VI:
Dues
and Finances:
Article VII:
General
Provisions
Article VIII:
Amendments
ARTICLE
I.
Name and Objectives
Section 1. The name of this organization is
"The Food, Pharmaceutical, and Bioengineering Division of the American
Institute of
Chemical Engineers ."
Section 2. This Division is formed
to serve the Institute's members in the broad fields of food, pharmaceutical,
and bioengineering, in accordance with the Institute's Constitution, By-Laws,
and Rules.
Section 3. The objectives of the
Division are:
a. To provide opportunities for engineers
and scientists interested in the
fields of food, pharmaceutical,
and bioengineering to meet and to discuss topics of mutual concern.
b. To promote publication and
dissemination of information in these fields, including papers at national
Institute meetings.
c. To coordinate the Institute's activities
in the fields of food, pharmaceutical, and bioengineering with the
activities of other societies working in these same
areas.
d. To cooperate with the other divisions
and committees of the Institute in dealing with matters of mutual concern.
e. To encourage greater emphasis on biological sciences
in chemical engineering curricula.
f. To implement the general objective of
the Institute in promoting cross-fertilization of ideas and transfer of
knowledge from one field to another.
Section 4. The Division
is under the supervision and control of the Council of the Institute.
Divisional programming activities will be carried out in cooperation with
and coordinated with the National Program Committee of the Institute.
The Division does not have the authority to act for, or in the name of
the Institute, or to incur any financial obligations in the name of the
Institute.
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ARTICLE
II. Membership
Section 1. Membership in the Division
shall consist of those who:
(a) are members
of the Institute, in any grade of membership, and
(b) have paid the annual dues levied by the Division (see ARTICLE
VI, Section 1).
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ARTICLE
III. Organization
Section 1. The activities of the Division shall
be directed by an Executive Committee
of fourteen members: the current five officers (Article III, Section 2),
the immediate Past Chairman of the Division, six persons elected as Directors
from the membership of the Division,
and, as ex-officios, the Editor of Biotechnology
Progress and the AIChE Council member selected by Council for
liaison with the Division. All members of the Executive Committee
shall be Fellows, Members or Associate Members of AIChE in
good standing.
Section 2. The officers of the Division
shall be a Chairman, a First Vice-Chairman, a Second Vice-Chairman, a
Secretary, and a Treasurer, all of whom shall hold membership in the Division
and shall be Fellows, Members, or Associate Members of the Institute.
The term of office will be for one year; and nominees for these offices
shall come from the Nominating Committee or by petition to the Secretary
(see ARTICLE V, Section 3). Succession from Second Vice-Chairman to First
Vice-Chairman will be automatic
after one year, except as noted in ARTICLE III,
Section 4. The Chairman shall not be eligible
for re-election, except as noted in ARTICLE II, Section 4. The Secretary
and the Treasurer may be re-elected.
Section 3. Directors on the Executive
Committee shall be elected for a term of three years each, two to be elected
each year. Directors are not eligible for re-election.
Section 4. The First Vice-Chairman
shall perform the duties of the Chairman in the latter's absence or inability
to serve.In the event of a vacancy in the office of Chairman, the First
Vice-Chairman, Second Vice-Chairman, Secretary, or Treasurer, in that
order shall serve as the chief officer
of the Division until the next annual election. If a vacancy occurs in
any of the other positions on the Executive
Committee, the Executive Committee shall appoint a replacement from the
Executive Committee if the vacancy is an officer, or from the membership
if the vacancy is a Director, to serve the remainder of the term. If someone
is appointed to fill the vacated position of Second Vice-Chairman, then
at the next election at least two nominees must be named and an election
held to fill the position of First Vice-Chairman; this supersedes the
automatic advancement clause of ARTICLE III, Section 2.
If the First Vice-Chairman fills the vacant
position of Chairman with less than seven months of the term of office
to run, then the new Chairman may be nominated and if elected to serve
one year as Chairman in addition to the time served to fill the vacancy;
in such case, the person filling the vacated First Vice-Chairmanship also
would hold that position for one year in addition to the time served to
fill the vacancy, and the office of Past Chairman would be filled by the
last person to have held that office. A Chairman who resigns is not eligible
for the position of Past Chairman.
Section 5. The Chairman, First Vice-Chairman,
and Second Vice-Chairman shall be responsible for the programming activities
of the Division. These officers shall be responsible for the symposia
and other programs which are presented during the year
in which he/she would hold the office of Chairman. Accordingly,
the First Vice-Chair is responsible for the symposia and other
programs to be presented the following year. The Second Vice-Chair
shall become familiar with the Division programming plans and begin to
formulate the Division program to be presented two years later.
Section 6. The Secretary shall keep
records of the proceedings of the Division. He/she shall handle the general
correspondence of the Division and shall, at the direction of the Chairman,
issue notices of all meetings. He/she
will coordinate the publication of the
Division newsletter. He/she shall arrange for the preparations and mailing
of ballots for the Division election. The Treasurer shall handle and record
the collection and disbursement of funds as
authorized by the Executive Committee of the Division. He/she shall
submit a report covering finances and activities of the Division at the
end of each year to the Executive Committee of the Division and to the
Executive Director of the Institute. He/she will coordinate membership
records for the Division (including dues payment) and oversee the publication
of the Division Membership Directory.
Section 7. There shall be a Program
Committee, headed by the Chairman serving during the year the program
is presented. The Program Committee of the Division shall plan the programming
activities of the Division and coordinate these with the programs of the
Institute and of other Divisions, also of other related groups outside
of the Institute. Program coordinators will be appointed each year by
the Chairman to develop programming in the following areas: Food, Pharmaceutical,
Biochemical/Biotechnology, Biomedical/Fundamentals in Life Sciences. One
or more members will be designated to represent the Division on the National
Program Committee of the Institute.
Section 8. There will be a Publications
Committee. It shall cooperate closely with the Program Committee of the
Division to seek review of papers prior to presentation at symposia. The
Committee will work with editors and authors in the publication of papers
in the Institute and other appropriate publications, in
accordance with Institute policy.
Section 9. Such other committees
as may be required shall be appointed by the Chairman with the approval
of the Executive Committee. The services of any such committees or committee
members may be terminated at any time by the Chairman with the
approval of the Executive Committee.
Section 10. Chairmen of all Division
committees, except the Program Committee (ARTICLE III, Section 7), are
appointed by the Division Chairman
with the approval of the Executive Committee for one year period that
coincide with the term of office of the Division Chairman.
Section 11. Committees which are
appointed to prepare for specific meetings or other events will continue
to perform their functions, if satisfactorily handled, until the meetings
or events designated have actually occurred. The term of service of such
committees may therefore continue after the retirement of the Division
Chairman who made the original appointments. A Chairman for each special
committee must still be appointed annually as per ARTICLE III, Section
10.
Section 12. The newly elected Officers
and Directors shall take office on January 1 of each year.
Section 13. Insofar as the financial resources
of the Division allow, the Division shall publish a newsletter at regular
intervals throughout the year and mail it to the Division membership.
The Division shall also publish a Membership Directory at least every
two years. The editors for the Newsletter and the Directory shall be appointed
by the Division Chairman with the approval of the Executive Committee.
The Secretary will oversee the publication of the Newsletter. The Treasurer
shall oversee the publication of the Membership Directory.
Section 14. The detailed rules and
regulations, interpretations of these By-Laws, committee structures and
functions, and Officer and
Director position descriptions shall be maintained in a Divisional Procedural
Manual. It shall be the responsibility of the past Division Chairman and
the Secretary to update the Procedural Manual. The Secretary shall send
a copy of the Procedural Manual to all new Officers, Directors and Committee
Chairmen.
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ARTICLE
IV. Meetings
Section 1. There shall be at least
one meeting of the Division each year held in connection with a National
or Annual Meeting of the Institute. The Executive Committee shall determine
the date and place of the meeting. Arrangements will be coordinated sufficiently
in advance with the Assistant Secretary of the Institute and with
the appropriate Chairmen of the Institute Meeting involved.
Section 2. The Secretary shall send
a notice of all meetings to qualified members at least three weeks in
advance of such meetings.
Section 3. A quorum for meetings
of the Division shall consist of at least 2% of the membership. Except
where otherwise stated in these
By-Laws, all actions at a meeting of the Division will be decided by a
majority vote of those voting.
Section 4. The order of business
for meetings of the Division shall be determined by the presiding officer
(see ARTICLE IV, Section 7), and will include reading of the minutes of
previous meetings, reports of committees, old and new business.
Section 5. The Executive Committee
shall meet at least once, and preferably two to four times, each calendar
year. Meetings may be called by the Chairman at such places and times
as the Chairman may deem advisable, and shall also be called if requested
by four members of the Executive Committee. The Secretary shall send a
notice of all meetings to the Executive Committee members at least
three weeks in advance of such meeting. Five members of the Executive
Committee shall constitute a quorum.
Section 6. Except where otherwise
stated in these By-Laws, all actions of the Executive Committee shall
be by a majority vote of those voting. If a tie vote results, the decision
shall take the course voted by the
presiding officer.
Section 7. The Chairman of the Division
shall preside at all meetings of the Division and of the Executive Committee.
In his absence, these functions will be performed by the First Vice-Chairman
or by the Second Vice-Chairman, or by the Secretary, or by the Treasurer,
in that order.
Section 8. Any member of the Executive
Committee who fails to attend at least one Executive Committee or Division
meeting during a calendar year in which three or more meetings are held
or who fails to attend two consecutive Executive Committee or
Division meetings when only one or two meetings are held in a year
shall be considered as automatically tendering his resignation to the
Executive Committee, subject to acceptance or rejection by the Executive
Committee by secret ballot in consideration of possible extenuating circumstances.
Section 9. If an Executive Committee
meeting does not have the required
five members for a quorum, then no action can be taken that affects the
membership without submitting such contemplated action to a mail ballot
of the full Executive Committee and with a majority of the Executive Committee
members voting in favor of the
action.
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ARTICLE
V. Elections
Section 1. The Chairman, the Second
Vice-Chairman, the Secretary, the Treasurer and two Directors shall be
elected by letter ballot sent to the members of the Division on or about
October 1. As provided in ARTICLE III, Section 2 with an exception (ARTICLE
III, Section 4), the new First-Vice-Chairman shall advance automatically
from his previous position as Second Vice-Chairman. Election shall be
by a majority of those voting. Three weeks shall be allowed between the
mailings of the ballot and the counting of the votes. The votes will be
counted by a Tellers Committee, and certified to the Executive Committee.
Section 2. Delinquent members shall
not be eligible to vote or hold office (see ARTICLE VI, Section 1).
Section 3. A Nominating Committee
shall be formed in April of each year. The immediate past Chairman is
automatically the Chairman of the Nominating Committee. He shall pick
at least two additional members of the Division who are not currently
serving as officers. This group shall formulate a slate of one or more
candidates for Chairman, Secretary and Treasurer, and two or more candidates
for Second Vice-Chairman and each Director position, and in certain cases
for First Vice-Chairman (ARTICLE III, Section 4) for proposal to the membership
in the following October. Other nominations for each position will be
accepted if petitioned by at least twenty members of the Division and
submitted to the Secretary by August 1.
Section 4. No member shall be eligible
for election to more than one office at any one time.
Section 5. It is the intent that
the First Vice-Chairman of the Division in a given year be nominated for
Chairman in the following year.
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ARTICLE
VI. Dues and Finances
Section 1. Dues shall be assessed
on the membership annually and shall be within the limits approved by
Council of the Institute. These dues shall be reviewed annually by the
Executive Committee and shall be
adjusted according to the financial needs
of the Division.
Section 2. The Executive Committee
will make all other regulations regarding payment of dues and will provide
for anannual audit of the Division's finances.
Section 3. The Executive Committee
will define the general types of expenditures which may be made by the
Treasurer without individual approval. If a request is submitted for an
item which is not so covered,
the Treasurer will consult with the Chairman and if necessary with the
Executive Committee as to its payment. The
Executive Committee has final responsibility and accountability
for the expenditure of Division funds.
Section 4. Division dues will be
waived for Division members age 65 or over who also have attained continuous
Division membership of 20 years
or more.
Section 5. If the Division should
be subdivided, the Division treasury
will be subdivided in proportion to the number of members in each of the
resulting sections. If the Division is completely disbanded, the treasury
of the Division will be turned over to the Institute after all outstanding
obligations are settled.
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ARTICLE
VII. General Provisions
Section 1. The decision of the Executive
Committee shall be final on any question concerning the interpretation
of the By-Laws, subject to the jurisdiction
of the Council of the Institute.
Section 2. In all respects not specifically
covered in these By-Laws, the general
rules of the Institute governing the conduct
of the Divisions shall apply with equal force as if included in
these By-Laws.
Section 3. In the decision of procedural
matters not otherwise covered in these By-Laws, Robert 's Rules of Order
will prevail.
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ARTICLE
VIII. Amendments
Section 1. All proposed amendments
to these By-Laws must be reduced in writing. They may be proposed by the
Executive Committee, by majority vote of a meeting of the Division, or
by petition to the Executive Committee of at least twenty members of the
Division.
Section 2. The proposed amendment
will then be sent to all qualified Division members by first-class mail
at least three weeks before the date specified for receipt of the returned
ballot. A two-thirds affirmative vote of those replying will approve the
amendment. The amendment shall then be submitted to the Council of the
Institute for approval, and shall become effective upon such approval.
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