BYLAWS of the MINNESOTA CHAPTER

of

ASM INTERNATIONAL

These rules have been adopted by the Minnesota

Chapter of ASM International in 2005

Section 1: The name of this Chapter of ASM International, hereinafter called The Society, shall be Minnesota Chapter ASM International, hereinafter referred to as The Chapter.

Section 2: The Chapter is formed for the exclusive purpose of advancing, in its own geographical region; scientific, engineering, technical, and practical knowledge, particularly with respect to the manufacture, treatment, selection and use of metals and other engineering materials. This purpose is accomplished through direct education programs, support of technology education programs, and the compilation and dissemination of information useful to the individual and beneficial to the general public.

Section 1: (a) The Chapter shall operate only under the Charter granted to it by The Society, giving it authority to carry on the work of The Society, subject to the rights, privileges, and obligations provided for in the Constitution and The Rules for the Government of The Society, hereinafter call The Rules.

• No part of the net income of The Chapter shall inure to the benefit of any private individual or company.
• No part of the activities of The Chapter shall consist of carrying on propaganda or attempting to influence legislation, or participating in (including the publication or distribution of statement) any political campaign on behalf of any candidate for public office.
• The Chapter shall not at any time possess powers, exercise authority or engage in activities, either expressly or by interpretation, which are not permitted to be possessed, exercised or engaged in by an organization exempt from Federal income tax.

Section 2: If The Chapter should return its Charter to The Society for any reason, or should have its Charter revoked, the affairs of The Chapter shall be terminated immediately under the supervision of The Board of Trustees of The Society, hereinafter called The Board, and all funds or other property remaining after payment of debts and obligation of The Chapter shall be transferred to and paid to The Society.

ARTICLE III MEMBERS AND FEES

Members

Section 1: (a) The members of The Chapter shall be those meeting the requirements of The Society who have been assigned to it, either at their own request or by The Society for geographical reasons. Classes of special members and qualification for special membership shall conform to those stipulated in The Rules.

• There shall be no bar to membership in The Chapter because of race, creed, color, sex, citizenship, or country of origin.

Section 2: (a) Fees for individual members and student members shall be those stated in The Rules.

(b) The fee for sustaining members of The Chapter shall be the minimum fee as stated in The Rules plus any incremental fee approved by The Chapter's Executive Committee.

Section 1: (a) Chapter meetings, held at such times and places as the Executive Committee shall determine, shall be devoted to educational, technical, engineering or scientific purposes.

• There shall be no charge for attending the technical and educational portion of any Chapter meetings and such meetings shall be open to the public.
• The Chapter shall hold a minimum of four technical meetings during each fiscal year.

Section 2: The Annual Business Meeting of The Chapter shall be held in conjunction with a regular technical meeting no later than May 31 of each year, at a time and in a place decided by the Executive Committee.

Section 3: The fiscal year of The Chapter shall begin on January 1 of each year and end on the following December 31.

Section 4: The activity year of The Chapter shall begin on June 1 of each year and end on the following May 31.

Section 1: (a) All the affairs of The Chapter shall be directed by the Executive Committee.

• All monies shall be received and disbursed under the direction of the Executive Committee; checks may be signed by any of the four officers.

Section 2: The Executive Committee shall consist of from nine (9) to fifteen (15) directors; plus four officers: the Chair, Vice Chair, Secretary, and Treasurer; plus the Past Chair.

Section 3: Each officer, director and the past chair shall have the right to one vote on all business matters of the Chapter.

Section 4: A majority of the total membership of the Executive Committee shall constitute a quorum at any of its meetings.

Section 5: The Executive Committee shall meet a minimum of four (4) times each activity year at such times and places as it shall decide.

Section 1: (a) The elected officers of The Chapter shall be the Chair, Vice chair, Secretary, and Treasurer.

• The chair and vice chair shall have served previously as elected directors and shall not be eligible for immediate re-election to the same office, except as given in Section 3 of this article.

Section 2: The duties of each chapter officer shall be those given in The Rules and as described in the following subsections.

• The Chair shall, in general, act as chief executive of The Chapter, subject at all times to the approval of the Executive Committee; and preside at all meetings of the Chapter and the Executive Committee. The chair shall be, ex officio, a member of all committees of The Chapter.
• The Vice Chair shall perform the duties of the Chair if the Chair is absent or unable to act.
• The secretary shall perform the usual duties of a recording and corresponding Secretary, and keep minutes of all Executive Committee meetings. The secretary shall prepare an annual report and send a copy to the Managing Director of The Society before June 30 of each year.
• The treasurer shall be the financial officer of The Chapter; be responsible for the deposit and disbursement of all Chapter funds; and keep accurate records of all transactions made in behalf of the Chapter. The Executive Committee shall determine the bank(s) holding the accounts. The treasurer shall prepare an annual report and send a copy to the Managing Director of The Society before Feb. 15 of each year. The Treasurer shall also file such other reports of the financial condition of The Chapter as may be requested by the Executive Committee or by The Board of Trustees.

Section 3: (a) If the office of Chair becomes vacant for any reason during the elected term, the Vice chair shall become Chair for the remainder of the term.

• If the office of vice chair, treasurer or secretary becomes vacant, the Executive Committee shall fill the vacancy, for the remainder of the term, from its membership by simple majority vote at a meeting for which all members of the Executive Committee shall receive at least six (6) days notice.
• The person filling the vacancy of chair or vice chair shall have the right of election to the respective office for a full term, dependant on his preference.

Section 1: (a) There shall be at least nine (9) and not more than fifteen (15) elected directors.

(b) The term of office for directors shall be three (3) years.

Section 2: The directors shall serve on subcommittees or at large, and shall perform such other duties as are designated by the Chair or Executive Committee.

Section 3: (a) If the number of directors becomes less than nine, the vacancy(ies) shall be filled by appointment of the chair and approved by the Executive Committee.

• directors appointed to fill a vacancy, shall serve the remainder of the activity year.

Section 1: Committees shall be established by the Executive Committee as necessary to carry out the programs and activities of The Chapter. Committee chairs shall be appointed annually by The Chapter's Chair and approved by the Executive Committee. The committee chairs are to work under the direction of the Executive Committee.

Section 2: Chapter operations committees shall be established to carry out the following functions which are essential to the effectiveness of The Chapter in carrying out its purpose. Committees to carry out other functions may be appointed as determined by the Executive Committee.

• Program - Make all arrangements for the speakers, topics and venue for The Chapter meetings, seminar or other scheduled activities.
• Membership - Promote the growth of The Chapter by solicitation of new, and retention of current members; and keep the member roster updated.

• Finance - Responsible for the solicitation and acquisition of funds for the use of The Chapter; some of which may include roster ad sales, newsletter ad sales, seminar table displays, among others. The finance committee shall also serve the auditing function for the accuracy and completeness of the financial records.
• Long Range Planning - Conduct interest surveys and provide direction for The Chapter in preparing programs and activities that meet the current and future needs of The Chapter's membership and the community.

• Outreach - Responsible for publicity, educational programs (such as MEI), scholar-ship awards, college relations, student affairs, intersocietal activities and others.

ARTICLE IX NOMINATION AND ELECTION

Nominating Committee

Section 1: No later than the first calendar year technical meeting of The Chapter, a Nominating Committee shall be appointed each year by The Chapter's Chair. This committee shall consist of a Past Chair and at least two members of the Executive Committee.

Section 2: The Nominating Committee shall nominate by March 1 at least one candidate for each position of elected officer and elected director on the Executive Committee. The nominating committee chair shall report these nominees to The Chapter chair after determining that each nominee:

• is an individual or sustaining member of The Society in good standing, and
• has indicated an understanding of the duties required, is available and willing to serve, if elected, in the position for which he/she is nominated.

Section 3: The Chapter secretary shall include the list of nominees for all elected positions with the regular announcement for The Chapter meeting at which the election is to be held. This notice shall be given at least thirty (30) days before action is to be taken.

Section 4: Additional nominations for any officer or director on the Executive Committee may be made by written petition, signed by not less than fifteen (15) voting members of The Chapter, and presented to The Chapter's Secretary not later than ten (10) days prior to the election. Each nominee shall be a member of The Chapter in good standing and be willing to serve, if elected, in the position for which he/she is nominated.

Section 5: Officers and directors of the Executive Committee shall be elected at the annual business meeting of The Chapter by majority vote of The Chapter members present. If no more than one candidate is nominated for each office and for each position on the Executive Committee, election may be by acclamation.

Section 6: The newly elected Chapter Officers and directors shall take office and assume responsibility on the first day of The Chapter's activity year and shall serve until their successors are properly installed in office.

ARTICLE X AMENDMENTS

Proposals

Section 1: Amendments to these bylaws may be proposed by a member of the Executive Committee or by a written petition filed with the secretary and signed by at least five (5) members of The Chapter in good standing.

Section 2: Amendments to these bylaws may be adopted by a two-thirds affirmative vote of the total membership of the Executive Committee, at a regular or special meeting, or by letter ballot. The proposed changes shall have been announced at a prior Chapter meeting and at least six (6) days before action is to be taken.