Governance 2020 Vision

The 45-day voting window closed at midnight EDT on 25 October. The quorum requirement of 41 sections representing 4,756 members was met with 60 voting sections representing 7,661 members. The delegates passed, with the required 2/3 affirmative vote, amendments 1 through 25 and 27 through 34. Amendment 26 did not pass. The revised bylaws are effective immediately.  

A complete set of the 34 recommendations sent to the Council for a vote are available to download at the end of the page. Additions to the text are noted with underline and deletions are noted with strike through.

If you have questions, please email president@isa.org.

These answers have been prepared by Board members as an aid in socializing these recommendations throughout the Society.

Connect Live with ISA Presidents - 23 July

The questions are arranged into topics.

General

Were the recommendations based solely on an independent review by the external consultant or were they influenced by staff or members or the Executive Board?

These recommendations come as a result of review of our governing documents by independent consultant Bill Pawlucy, who has extensive experience in non-profit organizational governance, in the US and in many parts of the world. Bill has spent time with our volunteer leaders during meetings over the last two years.

The purpose of the review was to provide an outside view of the society, by comparing it with similar organizations and society best practice, something that the Executive Board and staff could not do. In conducting the review, Bill and his staff worked with a group of Executive Board members and experienced ISA staff. This group was able to provide context to the external consultant and feedback on the consultant’s suggestions. The resulting recommendations address some gaps in our documents, as well as the desire to provide more flexibility in managing the Society to adapt to changing circumstances.

How will the voting on these recommendations work? Will we vote on this all at once? When will we see the final recommendations?

All of these recommendations will be separated into individual motions on which the Council will vote one at a time. The Executive Board will spend time in June and July crafting the language of each recommendation, all of which will also be reviewed by legal counsel. The Board wanted to receive feedback on these recommendations prior to crafting the final recommendations. Best guess would be there are over 20 recommendations.

Case for Change

Why did the Executive Board decide it was necessary to do another review of the organization so soon after the last one?

It has been several years since the last thorough review of the bylaws. It is important that we regularly review the organization to ensure we make smaller adjustments more often, rather than very large changes infrequently. Smaller adjustments are less disruptive. If we do not review the organization, we do not take into account changes in membership demands (what is important to them), changes in the industry (e.g. how events are run), and do not have the opportunity to learn from other similar societies on what changes have worked well for them. Our overall objective is to make the society healthy and grow it in the direction that members and industry as a whole demand. Also, the changes made in 2013 were based on an internal review only. These new recommendations come from a consulting organization with a much broader base of experience.

What happens if we do not approve the recommended changes?

If the changes are not implemented the consequences are:

  • The bylaws currently include language that is not consistent with our current practices. Continuing to operate in a manner that is inconsistent with our governing documents is inappropriate for the Society.
  • The bylaws and other Society documents will not follow best practice. The result is that changes are slow and inefficient.
  • Adjusting the Society strategy to meet demands of members and industry as a whole will be slow. We are likely to miss opportunities.

On the whole, we want the Society to flourish and meet current member and industry needs. We believe these changes will help put us on the right track.

What were the guiding principles behind the review?

When we engaged with the consultants, our focus was to align with best practice and enable the Society to be more agile in responding to change. We want to be around for another 75 years to continue our mission to make the world a better place through automation. Throughout the dialogue and review, we always came back to several basic questions:

  • How can we reduce confusion and ambiguity and allow our leaders to make consistent and well-informed decisions in a timely and responsive manner?
  • How do other societies manage their affairs?
  • What are the benefits and disadvantages of making the change

If we deviated from best practice and/or the benefits outweighed the disadvantages, we recommended the change should be made.

Specific principles include:

  • It is essential that we have clear accountability and responsibility for all roles and groups. Examples include delineation of responsibilities of the CSD and the Executive Board.
  • As a fiduciary body, the Executive Board must have the authority to adjust policies and procedures for Society operation in a timely manner, responding to changing circumstances.
  • With a few exceptions (i.e., members at large) Executive Board members are elected by the membership and are responsible for representing the best interests of that constituency.
  • We must be able to operate in a manner that is effective and beneficial at all levels, from the Society to the Section. The responsibility and accountability from all partners must be clear for this to occur.
  • We will align with proven effective practices used by similar organizations, as verified by bench-marking and the expertise of consultants.
  • The Executive Board is committed to open communications and transparency. Members have the opportunity to observe Board actions and comment on implications or ask questions.

Authorities

What are the implications of the change from the departments within the Operational Assembly to standing committees or committees for the current leaders (i.e., department VP’s). Specifically, is there any impact on their authority to act?

The Executive Board is charged with the primary authority to act, as set forth in our Bylaws. As such, the Board is responsible to define the responsibilities of each subgroup that supports specific areas of Society activities. Whether titled a Department, a Standing Committee, or a Committee, these groups will continue to provide recommendations and guidance from the member and industry perspectives that our volunteer leaders bring to their ISA roles.

There are two parts to this recommendation. The first is minor in that only the Board will have standing committees, as per best practice. This is a terminology change. Assemblies will still have the ability to form committees with Executive Board approval. These will just be called committees and not standing committees.

The second part of the recommendation is to transform the current Operational Departments – Publications, Professional Development, Image and Membership, and Strategic Planning – into committees. This change is within the Board’s discretion but would effectively eliminate the Operational Assembly. The bylaws recommendation on which the delegates would vote is to strike all mentions of the Operational Assembly and Operational Departments.

The Board would work with each Department through a transition. We may find that some should remain Departments but within the Technical Assembly. The ability for these groups to act does not change. Direction to Departments or Committees comes through the Strategic Plan from the Executive Board. What would change is that the leader of the group would be appointed by the Executive Board rather than included in the Society-wide election. The recommendation for committee chair would come from the committee, quite similar to how those on the ballot for Society-wide election for the last few years have come from the Department.

What will change with respect to how the former operational departments will be represented at leader meetings?

We do not anticipate any significant changes in this area. The proposed changes simply remove these details from the bylaws since they speak more to how we operate than to what we must do. For this reason, they are best captured in our operating policies. 

How will leadership and representation of the new standing committees (formerly operational departments) change?

Although the designation for a committee leader will be Chairperson instead of Vice President, the nature of leadership (i.e., responsibilities and expectations) is not expected to change. Moreover, as the members serving on these committees would be reviewed and approved by the Board, the Board can ensure diverse representation in line with ISA values. 

What is the implication for Standards Committees with the change in authority to form standing committees?

We anticipate no significant change to the standards committees or the governance of the Standards and Practices department. Executive Board oversight of this department is limited largely to allocating resources within the context of the Society budget. The governance structure within the department is determined largely by the requirements that ISA must meet as an ANSI-accredited standards development organization (SDO). This is why the department has its own Manual of Operations and Procedures (MOP) which is audited by ANSI on a periodic basis.

Procedures

Most of these changes strive  to trim down the by-laws to drive efficiencies in how we operates, which is undoubtedly a benefit, but are there any other practical changes to the day-to-day of the ISA that we are expecting or hoping for as a result of these changes? How do these recommendations enable the Society to be more agile? Will this help us with our efforts towards globalization?

Agility means having the ability to quickly respond to changing circumstances. Since the CSD only meets once per year we should position ourselves so that we can make decisions requiring a quicker response without elevating the CSD level. The Executive Director runs the Society on a day-to-day basis and the Executive Board provides oversight and strategic guidance on behalf of the members. The CSD will continue to provide input into this process and ensure that the views of the membership are always considered.

Changes to the bylaws is an essential first step in a multi-step process. The bylaws form the foundation for the more detailed policy and operating documents. Subsequent steps will address changes to these documents to reflect bylaw changes and achieve the desired flexibility and clarity.

Implementation includes removal of procedures from the bylaws, to be “…placed into Board approved policies or operational guidelines.” Who will author and recommend these policies for board consideration and approval? Will members be consulted or communicated with when such procedural changes are being considered?

The movement of policies and procedures from the bylaws is in keeping with best practice. Many of the procedures currently included are not followed these days. We need to be able to adapt our procedures more quickly to meet changing member and industry demands.

Staff and volunteer leaders will work in partnership to determine the most effective way to capture the details that are appropriate and necessary for continued successful operation of the Society. The Executive Board does retain the authority over these types of documents and is responsible for the review and approval of any revised or new documents.

This process is expected to take up to a year, given the volume of material and the need to balance priorities and workloads of both staff and volunteers.

A consistent theme in the implications and implementation seems to be a transfer of authority from the CSD to the Executive Board. What mechanisms will be available to allow members (via sections or individually) to express concerns or opinions to the Board?

While it may seem like authority is being transferred, it is actually being simplified and streamlined. The Council of Society Delegates (CSD) remains the body to determine the overall governance structure of the Society. At present, for any decision to be approved by the CSD, there needs to be a meeting, which is only once a year. The Executive Board meets more frequently, and the members on the Board are diverse and represent the various stakeholder groups of ISA.

Your Executive Board is elected by a Society-wide vote in a way that represents and reflects their experiences with the various core elements of our Society. They not only represent our geographic structure, but also our technical and operational elements. The Executive Board has fiduciary responsibility for ISA and is charged with making decisions in the best interest of the overall Society. Anyone can contact your Society officers or Executive Board members at any time to raise a concern. The Board is challenged to look at the biggest picture of ISA. So, while concerns expressed might not lead to a different decision, it does help the Board better communicate about why decisions are made. Ultimately, every member is expected to vote for the leaders whom they entrust to do what is right for ISA.  

With the changes proposed (such as the change of the Departments in the Operational Assembly to committees), the Executive Board will be able to hear from all volunteer leaders and, most importantly, react quickly. Executive Board members serve at the pleasure of the membership as a whole.

Membership

The stated intent is to allow the Executive Board to “… tailor benefits to current member needs.” How will these needs be determined? Will members be consulted before the Board approves any such changes?

As per best practice, member benefits should not be encapsulated in bylaws because it is difficult and time-consuming to change them in line with changing circumstances.

We have an active Image & Membership group that has worked closely with staff over the years to raise opportunities, vet suggestions, and collect feedback when considering changes to our member benefits. Our Executive Director and staff are also actively engaged in reaching out to our members and constituent communities, as well as maintaining an awareness and engagement with industry trends. The articulation of a clear strategic plan is key to the activity as well, as we work to serve both our ISA membership and those working in the automation field. Any changes to benefits will be reviewed by the relevant member leader representatives. Vetting of all new activities and modifications to existing programs and services against the strategic plan is a major responsibility of the Executive Board.

If the Board wishes to raise membership dues by more than 3%, could this be done?

The bylaws recommendation is to limit the Board’s ability to increase dues to 3%. If a larger increase were desired, this would be brought forth to the Council for a vote. This is not well clarified in the sample bylaws but will be in the final recommendation.

If student rebates are removed from the bylaws and replaced with a financial support program designed by the Geographic Assembly, what would happen in the interim while the program was being developed?

It is anticipated that the Geographic Assembly would recommend to the Board that a rebate program be maintained until such time as the new financial support program can be designed and implemented.

Is ISA recommending the removal of certain classes of membership, e.g. Fellow/Life Member? These are being removed from the bylaws.

No, ISA is not recommending removal of any class of membership. The recommendation was to remove recognition-based memberships from the bylaws. The bylaws should list classes of membership – professional and student. These are the ways you belong to the Society. Senior, Fellow, Honorary, and Life are designations you have to earn. The bylaws do not need to detail recognition programs.

Implications for Sections

What implications do these recommendations on my Section’s operations?

None. The recommendations at this point are regarding changes to the Society’s bylaws. Sections are separate legal entities with their own bylaws. ISA did work with the consultants to provide a sample set of Section bylaws for sections to consider. These are included in the Section Operations Manual.

How will acceptance of these changes influence or alter the relationship between sections and Society leadership?

We do not anticipate any material changes to this relationship. The essential elements remain, but some have simply been moved from the bylaws to Society policies and procedures, allowing more flexibility in adjusting them for changing circumstances. Any additional changes would be reviewed and discussed with Sections through the Geographic Assembly before acceptance and implementation.

Do the proposed changes reflect a continued commitment to sustaining the level of autonomy given to sections under the previous bylaws?

Yes. The essence of this autonomy remains as it was, with sections having rights to use and contribute to ISA intellectual property and to present themselves as ISA affiliates. The specifics of such an affiliation are to be detailed in Society policies and procedures and may also be described in the form of charter agreements with specific sections where appropriate. Nothing in such agreements will be contrary to Society bylaws or approved policies and procedures.

Council of Society Delegates

The recommendation to add representatives from technical divisions is vague. When, how and by whom will the specific rules for doing so be determined and approved?

After further consideration and based on member feedback the Board has determined that the full implications of this recommendations are not clear. For this reason, we will withdraw this recommendation from this round of proposed changes, with the intent to bring it forward in the future.

Does this change to allow voting affiliation with a division affect the section rebates?

After further consideration and based on member feedback the Board has determined that the full implications of this recommendations are not clear. For this reason, we will withdraw this recommendation from this round of proposed changes, with the intent to bring it forward in the future.

Will there be an option for virtual participation at voting at the Council?

After careful consideration, the Executive Board made the difficult decision to cancel the 2020 meeting of the Council of Society Delegates. In accordance with our Bylaws, we will proceed with an electronic ballot to vote on amendments to Society bylaws.

In the coming month, the Executive Board will vote on the final recommendations that will be presented to the Council for a vote. These will be published shortly after the Board meeting. The Society Officers will continue to host dialogue sessions to answer questions about the amendments proposed.

Voting will open in mid-September. Delegates will have 45 days to cast their vote. Even when voting by ballot, we maintain the same requirements for quorum. I hope that by publishing this information now, all sections will fulfill their obligation of ensuring they have a delegate on file with ISA who is committed to voting within the prescribed timeframe. Each delegate will have the voting power equal to the number of members in his or her section.

All sections need to submit the name of their Delegate to sections@isa.org before 1 September. In accordance with our procedures, the delegates of chartered and compliant sections as of 1 September 2020 will be included in the voting body. If a compliant section has not submitted a delegate, the coded Section President will be submitted as the delegate. This cannot be changed after 1 September.

A Message from 2019 President, Paul Gruhn

Portions delivered at the 2019 meeting of the Council of Society Delegates

Some of you may recall that in 2013, the Council of Society Delegates approved the most recent set of amendments and changes to our Bylaws which modified our governance structure. One of those was a change to the Executive Board, separating the Board members roles from other significant leadership positions in the Society, all while maintaining a level of Society experience within the Board. As described in the 2012 Governance Structure Task Force report, this change was intended to allow the Board to operate from a more strategic perspective, provide opportunities for more diverse Board membership, allow the individuals in the Vice Presidential positions to focus solely on their specific groups, and reduce the overall time commitment requested of Society level volunteers.

As our Society leadership and Executive Board have moved forward within this new structure, it has become clear that it is time for another phase of organizational evaluation. This would be an operational assessment. This is a common activity for 501c3 organizations, such as ISA, to undertake. It involves a review of all the operating documents of the Society. These documents for ISA include our Articles of Incorporation in the State of North Carolina, our Bylaws, our Policies and Operational Guidelines (or POG), and our Manual of Organization and Procedures (or MOP).

In general, and in comparison with other organizations and similar societies, our documents tend to be very detailed and overly prescriptive in many cases. For example, the Bylaws indicate that our ‘Executive Director shall forward a membership card to each member.’ Membership cards are now downloadable, and it has been quite a while since an executive director personally sent out a membership card or personally notified Sections that a member had requested to change their affiliation from one Section to another. While extensive details can be helpful in some respects, they can also limit our ability to adapt.

How many of us tend to read the Bylaws for anything? Who is familiar with our Manual of Organization and Procedures – the MOP – or our Policies and Operational Guidelines – the POG? We are looking to simplify these Society level documents and align them with our current practices. Work has already begun, where possible, on changes to the POG and MOP – which are the responsibility of the Executive Board – that do not cause conflicts with our Bylaws. Revisions to our Bylaws requires action by this group.

To facilitate this operational “check-up” as it were, we chose to employ a consultant. It was the equivalent to any of us visiting our doctor for a check-up. Your Board agreed it was time for a thorough checkup to ensure we are ready for our next 75 years!

Some of you will remember Bill Pawlucy of Association Options. He presented at our Strategic Leader Meeting in May 2018 and received very positive reviews. In the spirit of benefiting from an independent checkup, the 2019 board worked with Bill and his team in the review of our operating documents.

As promised, below we provide the suggested changes with detailed rationale. We, as a board, are committed to being as transparent as possible, for as long as possible, before the Council meeting in October of this year. We need you, in turn, as delegates and Section leaders to do your part. Review the documentation, discuss the recommendations with your constituency, communicate any need for clarifications with us, and reach out with any concerns. Let me say it a different way; you are the Council of Society Delegates. The key word there is council. We need your counsel and advice. We do not want you to be blindsided – but the same goes for us. Let’s work together. Our vision is that when we meet at the Annual Leadership Conference, no delegate will say that they have not seen, or are not aware of, the proposed changes.

Introduction

Each category contains the concepts and rationale behind the amendments. This was provided and discussed with leaders before the final amendments were drafted. 

Background

The last extensive operational review was completed in 2012. The organization made great strides to advance the structure of the organization. Excerpt from the 2012 Governance Assessment:

ISA and its governance structure were formed in the 1940s, a time before television, personal computers, the Internet and cell phones. The world has obviously changed a great deal since that time. In an effort to be proactive, ISA leadership felt that the governance structure should be reviewed to see if it is still appropriate in today’s business climate.

As the organization continues to evolve, as does the business climate in which it operates, the ISA Executive Board enlisted a consultant, Association Options, to complete an operational assessment. The goals of the assessment were to focus on aligning ISA with best practices and also ensuring the organization has the nimbleness and flexibility necessary to adapt and continue to succeed in the future.

Summary of Proposed Change

For ease of presentation, key topical areas have been grouped together. A summary of proposed changes are as follows:

  1. Risk Mitigation – Separate clauses for Dissolution and Indemnification out of financial area and ensure alignment with Articles of Incorporation.
  2. Authorities – Make clearer the authority of the Executive Board versus that of the Assemblies and Departments as it relates to the formation of  Committees. Realign Operational Departments to Executive Board Standing Committees. Establish clear charges for each Operational Committee and Technical Department.
  3. Remove Procedures – Throughout the Bylaws, streamline the language to allow for greater flexibility and nimbleness while maintaining the culture of ISA. This includes removal of references to specific tasks to be performed by staff and/or volunteer leaders, as well as removal of overly detailed procedures which are better suited for a policies and procedures manual.
  4. Membership – Allow greater flexibility and nimbleness as it relates to membership classes, dues, benefits, and student support funds.
  5. Geographic Organization – Allow flexibility as it relates to the number of districts so that the Executive Board, along with the Geographic Assembly, can establish the appropriate number of districts based upon current membership size and geographic distribution. Also, eliminate the references to Regions as this additional layer is not needed for an organization of ISA’s size.
  6. POSTPONED - Council Representation – Retain the Council of Society Delegates as the representative body of the members but include representation from Technical Divisions.

Risk Mitigation

Risk – 1: Separate Indemnification and Dissolution Clauses

Recommendation: Limit risk to ISA by including separate Dissolution and Indemnification clauses in the Bylaws that expand beyond financial references. Ensure Dissolution is consistent with the requirements set forth by North Carolina state law and ISA’s Articles of Incorporation.

Rationale: It is a best practice for Indemnification and Dissolution clauses to be included in an organization’s Bylaws. The dissolution clause is a statement that explains what an organization will do with its assets in the event that the organization dissolves. This clause is particularly important given that assets of a nonprofit are not owned by any person or group. A nonprofit may dissolve in the event that the organization has fulfilled its mission, faces challenges too great to overcome, or decides to merge with another organization.

Requirements for dissolution clauses vary depending on your incorporation. North Carolina Law Section 55A-14-01 discusses dissolution and outlines how it must occur. Currently dissolution resides under Article XVIII – Finance, Section 8, but it is recommended that it is established as its own clearly articulated and easy to locate article. It is also recommended that the dissolution clause undergoes attorney review to ensure it is aligned with state and federal requirements.

The indemnification clause assures nonprofit board members that the organization will pay legal fees for activities related to their board service (unless caused by the sole negligence of the board member). Typically, the nonprofit purchases Directors and Officer (D&O) insurance to pay for the legal bills when and if they arise. While ISA does have reference to indemnification in the Bylaws under Article XVIII – Finance, Section 6 and insurance, Section 7, it is recommended that these clauses be reviewed by an attorney for comprehensiveness and pulled out as a standalone article clearly labeled as Indemnification.

Additionally, the current clause appears to only be related to financial willful misconduct and in breach of fiduciary responsibility. Indemnification should cover all actions performed by the leaders in pursuit of the mission, even beyond the financial perspective.

Implementation: Complete an attorney review of both clauses which currently exist under Article XVIII – Finance and move into separate Articles. The attorney will also review Dissolution references stated in the Articles of Incorporation for alignment with North Carolina state law.

RECOMMENDATION #29: Finance (Risk Mitigation)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XVII-Finance to create a separate clause for Indemnification and update the language to that as reflected in the North Carolina Nonprofit Corporation Act where ISA is incorporated.

ARTICLE XVIII – Finance Indemnification

  1. To the fullest extent permitted under the laws of the State of North Carolina as currently exist or may hereafter be amended, a member of the Executive Board will not be personally liable to the SOCIETY, any member of the SOCIETY, or to others for monetary damages for taking any action or failing to take any action as a member of the Executive Board. Each member of the Executive Board, each Officer, and each employee of the SOCIETY shall be indemnified by the SOCIETY against expenses reasonably incurred by the individual him or her in connection with any claim asserted or proceeding brought, to which they he or she may be party by reason of being or having been a member of the Executive Board, Officer or employee of the SOCIETY, as allowed by law and provided that the person to be indemnified acted in good faith; reasonably believed their conducted was in the best interests of the SOCIETY, and, in the case of any criminal proceeding, had no reasonable cause to believe their conduct was unlawful. except in relation to matters as to which he or she shall be found, by a disinterested person or persons to whom the question may be referred by the Council of Society Delegates, or shall be finally adjudged to be, liable for negligence or misconduct in the performance of his or her duties as such Executive Board Member, Officer or employee. The SOCIETY at its own expense may settle any such claim asserted or proceedings brought when such settlement appears to be in the best interest of the SOCIETY. Expenses against which Executive Board Members, Officers, and employees may be indemnified hereunder include the amount of any settlement or judgment, costs, counsel fees, and related charges, therefore.

RECOMMENDATION #30: Finance (Risk Mitigation)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XVII-Finance to create a separate clause for Dissolution.

ARTICLE XVIII – Finance Dissolution

  1. The SOCIETY may be dissolved as provided under North Carolina law. In the event of dissolution of the SOCIETY, all outstanding obligations of the SOCIETY shall be paid in full, and the net assets of the SOCIETY shall be distributed to such for one or more educational or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code non-profit corporations, but not to ISA Sections, whose assets are then exempt from Federal Income Tax, as may, in the opinion of the Executive Board, possess objectives similar to those of the SOCIETY. Under no circumstances shall any of the net assets of the SOCIETY be distributed in whole or in part to any Section or member of the SOCIETY, and all such assets shall be distributed in furtherance of the objectives of the SOCIETY or objectives similar thereto.

 

Risk – 2: Alignment between Articles of Incorporation and Bylaws

Recommendation: Ensure alignment between the Bylaws and Articles of Incorporation. Specifically, ensure ISA’s stated purpose and objectives are accurately reflected in both documents.

Rationale: As the Articles of Incorporation supersede an organization’s Bylaws, it is critical to have alignment between these two documents. The Articles of Incorporation fall below state statutes in the hierarchy of organizational documents and above the Bylaws. They set forth the name and purpose of the organization and often other information, such as the voting rights of members, the composition of the board, and rules for dissolution—all of which must be consistent with the state nonprofit corporation statute.

In the Articles, it is especially important to review the clause related to purpose, keeping in mind that a clause drafted 30 or more years ago may not accurately or fully reflect your organization today. The purpose clause in the Articles of Incorporation and Bylaws must be consistent because, when theydiffer, the Articles of Incorporation take precedence.

According to Veneble, LLP, a well-respected law firm focused in the nonprofit sector, the purpose and objectives clause is a tax-exempt issue. The IRS generally will refer to, among other things, the purposes clause in a tax-exempt organization’s Articles of Incorporation to determine what is a related versus an unrelated activity. The two clauses should be fully consistent and, therefore, an organization might want to include a clause in the Bylaws which simply refers to the purposes clause as written in the Articles of Incorporation.

Implementation: While similar in intent, the language listed in Article II – Objectives of the Bylaws differs from the language listed in Article 7 of the Articles of Incorporation. Additionally, the language in both differs from ISA’s stated mission. The language in the Articles of Incorporation and Bylaws should be revised to align with the current mission.

RECOMMENDATION #1: Articles of Incorporation (Risk Mitigation)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the Articles of Incorporation to accurately reflect the present purpose of ISA.

The purpose of the SOCIETY shall be to advance technical competence by connecting the automation community to achieve operational excellence.

The corporation will be organized and operate for the purposes of advancing and reinforcing the arts and sciences related to the theory, design, manufacture, application and use of instrumentation, sensors, controls, computers, and other technologies, systems, means, or methods for automation, measurement, and control for the benefit of all persons worldwide.

RECOMMENDATION #2: Purpose (Risk Mitigation)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article II-Objective to reflect the purpose in the Articles for Incorporation.

ARTICLE II – Objectives Purpose

The objectives purpose of the SOCIETY shall be reflected in the Articles of Incorporation and set out in the mission statement. and to reinforce the arts and sciences related to the theory, design, manufacture and use of instrumentation, computers, and systems for measurement and control in the various sciences and technologies for the benefit of mankind.

RECOMMENDATION #32: Subsidiaries

(new – recommended by legal counsel for globalization)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to Article XX-Subsidiaries to allow for globalization efforts.

ARTICLE XX - Subsidiaries

  1. The SOCIETY may own, wholly or partially, subsidiary corporations that may be either taxable or tax exempt as classified by the US Internal Revenue Service or corresponding governmental revenue authority of a foreign country in which the subsidiary is established.

Authorities

Authorities – 1: Formation of Standing Committees

Recommendation: Limit the authority to establish Standing Committees to the Executive Board only. Clarify the ability for Assemblies to create Ad Hoc Committees upon recommendation to and approval by the Executive Board.

Rationale: Standing Committees are those committees which undertake the work delegated by the Board, make recommendations to the Board for discussion and action, and enhance productivity. Commonly mistaken as simply committees that are used on a continual basis, a standing committee is not only continual, but is also considered a committee of the Board.

Examples of common Standing Committees include, but are not limited to, an Audit Committee, Finance Committee, and Membership Committee. Only an Executive Board should have the authority to establish such standing committees.

In contrast, Ad Hoc Committees are time limited and/or appointed to oversee a special or long-term project or initiative. While these committees also have ultimate authority to the Board, they are often used within Standing Committees or other bodies within an organization to carry out time-based or project specific initiatives. Ad hoc committees are either appointed directly or approved by the Board based upon recommendation from a Standing Committee or other body within the organization.

Finally, the rationale for Board approval of both Standing and Ad Hoc Committees, and even temporary task forces, is that the Board is ultimately responsible for the resources of the organization. Committees and task forces often require financial, staff or volunteer resources, and therefore, fall under the Board’s fiduciary role.

Implementation: The Bylaws would be updated to reflect the Board’s responsibility and authority to appoint Standing Committees, as well as to approve any Ad Hoc Committees based upon recommendation of the ISA Assemblies. Standing Committees already in place should be evaluated to determine if they are truly a “Standing” Committee that carries out the Board’s work, or if they are an Ad Hoc Committee.

RECOMMENDATION #24: Committees (Authorities)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XVI-Standing Committees to clarify committee establishment authority and remove overly detailed procedures.

ARTICLE XVI - Standing Committees

  1. ISA shall establish, with approval by the Executive Board, such committees, councils, and task forces as may be needed. The Executive Board and Assemblies may create and define such Standing and Special Committees as they deem appropriate. Committee Chairs, by whatever title given, will be appointed each year for terms coinciding with the Society (calendar) year by the body designated as responsible for oversight of the Committee, subject to the approval of the Executive Board. Members of a Committee shall be appointed by the Committee Chair unless otherwise provided.
  2. Standing Committees may be established by and report to the Executive Board. shall be defined in the Manual of Organization and Procedures. Committee operating procedures shall not conflict with the Society Bylaws or Manual of Organization and Procedures.
  1. Terms of appointments to all appointive offices and Standing Committees shall be specified in the Manual of Organization and Procedures. Appointments to Special Committees terminate at the end of each administration, but appointees may be reappointed unless otherwise prohibited in the Manual of Organization and Procedures.
  1. All questions coming before any committee of the SOCIETY shall be decided by a majority of the votes cast except as otherwise provided by the Bylaws or in the operating procedures of that committee that have been approved by the Executive Board.

 

Authorities – 2: Role of Departments

Recommendation: Rename Operational Departments to Standing Committees. Establish clear lines of authority between the Executive Board, Committees, and Departments via charters and/or revisions to ISA Policies.

Rationale: The Executive Board has ultimate fiduciary responsibility for the organization, and therefore should direct the resources and activities of all supporting bodies within ISA. The Executive Board has a responsibility to establish clear charges for ISA’s Departments.

In addition, based upon the scope of work outlined for ISA’s Operational Departments, these Departments more closely represent what an organization would typically consider to be its Standing Committees. The leadership assessment survey sought input into a potential name change for the Operational Departments. When Executive Board members and Department Vice President and Vice President Elects were asked if a name change would provide clarity as to the role of the Departments:

  • Half of the respondents (15/30) believed it would provide clarity.
  • The other half indicated it would not.
    • However, a majority of those who indicated it would not provide clarity stated that more than a name change would be necessary, and the roles and authorities of the Departments need to be better defined.

Implementation: Change the Operational Departments to committees and update references to the Assembly and Departments within the Bylaws. The Executive Board will also work with each group to review the related policies and procedures for the Operational Committees and Technical Departments and establish charters that provide each group with a clear charge.

RECOMMENDATION #21: Assemblies (Authorities)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XIV-Assemblies to remove the reference to the Operational Assembly.

ARTICLE XIV – Assemblies

  1. The Assembly of Operational Department Vice Presidents serves as an advisory and activity body responsible for administering and overseeing the conduct of activities managed by the Operational Departments. The Assembly will act on matters delegated to it by the Executive Board within the parameters established by and under the oversight of the Executive Board. The Assembly of Operational Department Vice Presidents consists of all Operational Department Vice Presidents, all Operational Department Vice Presidents-elect, and a Chair who is not a current Vice President or Vice President-elect.
  2. Departments.

The Assembly of Operational Department Vice Presidents will define the Operational Departments that are needed to further the objectives of the SOCIETY, subject to the plenary authority of the Executive Board.

Procedures / Tasks

 

Procedures – 1: Overly Detailed Procedures

Recommendation: Remove overly detailed procedures from the Bylaws and place them into a policy and/or operating guideline as appropriate. Align outdated processes with current practices.

Rationale: Bylaws should not overly restrict the organization’s operations. Moreover, the Society’s practices must match its Bylaws. If they do not, either the Bylaws or the organization’s practices must be amended to be consistent with each other.

In addition, how the organization functions today may not be exactly the same as it will need to function in the future. Building flexibility into the Bylaws by limiting the overly prescriptive language, can help the organization moving forward. Bylaws should provide an outline of the governance structure and how decisions are made, but also should allow some flexibility if and when changes are needed in the future.

Further levels of specificity should be contained in a policy manual detailing the rules governing the Society’s operations. Membership processes, administrative rules, financial policies, parliamentary procedures and the like generally should be outlined in policies rather than incorporated in the Bylaws. Bylaws generally should be a relatively concise and easy-to-navigate document, leaving the details to policies, which can be more easily revised in the future. This way, Bylaws will not need regular amendment.

Implementation: Procedural language would be removed and placed into Board approved policies or operational guidelines. Outdated practices will be aligned to current processes.

Examples of instances within the Bylaws where the language is overly prescriptive include:

  • Article IV – Membership, Section 4 – Membership Admissions Procedures

The application process is now automated, yet there is a nearly a full page of Bylaws dedicated to admission procedures. Bullet “a” states, “Application for membership in the SOCIETY as Member or Student Member shall be made by filling out an ISA Application for Membership form and submitting it, properly endorsed and with the correct dues, to the Section with which the applicant desires to affiliate, or to the Executive Director. The Section shall forward the form with the correct dues attached to the Executive Director. The Executive Director shall notify the member of admission effective the month the application and the dues were recorded by the Society.”

It is recommended that the entire membership section be streamlined to outline, by membership type, the voting privileges, qualifications, and requirements of membership in each class.

  • Article IV – Membership, Section 5 – Section Affiliation

Bullet “b” states that “A member may transfer voting affiliation from one Section to another by applying, in writing, to the Executive Director. The Executive Director shall notify the member and both Sections concerned of the transfer of affiliation.”

Stating that this task is performed by the Executive Director is not only a potentially poor use of Executive Director time and most likely actually overseen by another staff member, but also can cause ISA to be out of compliance with its Bylaws. This section would be updated to reflect current practice.

  • Article V – Member Societies

The three sections of the Bylaws dedicated to member societies can be streamlined to simply state what they are, and which body has the authority to approve/form a member society. The additional details currently outlined in the Bylaws would be pulled into a separate policy around member societies.

  • Article XII – Meetings

The Bylaws should speak to when and where a meeting will occur, the means by which it can occur (in person, conference call, etc.), and the notice that must be given. The current meetings article goes on to also describe what will be covered at each session of the CSD meetings, as well as specifically how (in which venues) the meeting will be publicized. This entire article could be streamlined by placing the prescriptive details into a policy.

  • Article XIV - Assemblies

RECOMMENDATION #3: Offices (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article III-Offices to streamline details.

ARTICLE III - Offices

  1. The principal office, and registered office and any other offices of the SOCIETY shall be at such place or places as may be designated by the Executive Board.
  2. The SOCIETY may have offices at such other places as the Executive Board may from time to time determine.

RECOMMENDATION #6: Membership Admission Procedures (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article IV-Membership to remove the membership admission procedure and place the relevant information in Society policy.

ARTICLE IV - Membership

Membership Admission Procedures

  1. Application for membership in the SOCIETY as Member or Student Member shall be made by filling out an ISA Application for Membership form and submitting it, properly endorsed and with the correct dues, to the Section with which the applicant desires to affiliate, or to the Executive Director. The Section shall forward the form with the correct dues attached to the Executive Director. The Executive Director shall notify the member of admission effective the month the application and the dues were recorded by the Society.
  1. Application for membership as or advancement to Senior Member shall be made by filling out the required application and submitting it to the Executive Director for referral to the SOCIETY Admissions Committee. A non-member applying for the class of Senior Member shall be processed as a Member until the application for the class of Senior Member is acted on by the SOCIETY Admissions Committee.
  1. A Member, Senior Member, or Fellow may apply in writing to ISA Headquarters for Life Member, Life Senior Member, or Life Fellow class. Upon acknowledgment from the Executive Director that an individual meets all the requirements for that class, the individual shall receive a membership card indicating the class designation of either “Life Member,” “Life Senior Member,” or “Life Fellow,” as appropriate; shall be entitled to receive INTECH and other SOCIETY publications as authorized by the Executive Board without charge; and shall be entitled to member rates for other SOCIETY publications and services.
  1. A nominee for Fellow Member must be recommended for election by the SOCIETY Admissions Committee. The nominator and evaluators may not be voting members of the Executive Board, members of the Admissions Committee, or employees of the SOCIETY.
  1. Any member may nominate any individual as an Honorary Member. A nomination must be in writing and describe the contributions of the nominee warranting status as an Honorary Member. The nomination shall be submitted to the Past President who will submit it to the Honors and Awards Committee for review. The Honors and Awards Committee shall submit the nomination along with its written report to the Executive Board. The Executive Board shall confer the class upon a majority vote. The President shall then notify the individual of the election to such class.
  1. Any member of an Automation Federation organization may apply in writing to ISA Headquarters for Automation Affiliate membership. Upon acknowledgment from the Executive Director that an individual meets the requirements for that class, the individual shall receive a membership card indicating the class designation and shall be entitled to benefits as determined by the ISA Executive Board.
  1. Any person engaged in the automation profession may apply in writing to ISA Headquarters to become an Automation Community Subscriber. Upon acknowledgment from the Executive Director that an individual meets the requirements for that class, the individual shall be entitled to benefits as determined by the ISA Executive Board.

RECOMMENDATION #7: Section Affiliation (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article IV-Membership to remove the detailed procedures regarding section affiliation from the bylaws and place in Society policy. The remaining item regarding section affiliation will be placed within the article on Member Entities.

ARTICLE IV - Membership

Section Affiliation

  1. Any member, except a Virtual Student member, Automation Affiliate Member, and Automation Community Subscriber may choose to affiliate with any Section of the SOCIETY, subject to the regulations of the Section, but the SOCIETY will recognize only one voting affiliation at any time for purposes of administration. Unless otherwise directed by the applicant or member, the Society will initially assign a member’s affiliation to the Section nearest the member’s recorded mailing address.
  2. A member may transfer voting affiliation from one Section to another by applying, in writing, to the Executive Director. The Executive Director shall notify the member and both Sections concerned of the transfer of affiliation.
  1. An applicant for membership in the SOCIETY or member may choose not to affiliate with any Section by requesting non-affiliated status in writing, indicating knowledge that non-affiliation deprives the member of representation in the Council of Society Delegates and, therefore, voting privileges on all issues except those submitted directly to the membership. Members of a Member Society of ISA may be assigned non-affiliated status as part of the organization and governance of the Member Society as approved by the ISA Executive Board.
  1. Any member may affiliate with additional Sections, subject to the regulations of the Sections, but only one affiliation shall be recognized for the purpose of representation by a Society Delegate or for voting on matters coming before the SOCIETY.

RECOMMENDATION #8: Termination of Membership (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article IV-Membership to remove the detailed procedures around termination of membership and move relevant details to policies and procedures.

ARTICLE IV - Membership

Termination of Membership
  1. A member may resign from the SOCIETY at any time. by signifying this intention in writing to the Executive Director.
  2. Any member whose dues are unpaid three months after the date due shall be terminated from membership. The Executive Director shall notify the member and the Secretary of any Sections with which the member was affiliated of the termination of membership.
  1. The application for reinstatement of any member whose name has been stricken from the membership roll shall be considered in the same manner as the application of a new member. A reinstated member shall receive credit for prior years of membership by providing proof of the prior years of membership.
  1. The Executive Board may excuse a member from payment of dues if, in its judgment, there is a good and sufficient cause.
  2. The Executive Board may suspend a member if, in its judgment, there is good and sufficient cause. Before any action to suspend a member is taken, the member shall be entitled to reasonable advance notice of the basis for same and the will be provided with a description of the cause in writing and given an opportunity to submit a response. be heard. The individual will immediately lose all member privileges. The suspension may be appealed by the individual at the next meeting of the Council of Society Delegates. If no appeal is made within 12 months of the suspension, nor has the Executive Board voted to remove the suspension, the individual will be expelled. The name of the expelled member shall be stricken from the membership roll. Prorated dues shall be refunded for the unexpired length of the membership term if the expulsion is finalized. Reinstatement of membership after expulsion shall be by majority vote of the Council of Society Delegates.

RECOMMENDATION #9: Voting Privilege (Procedures and Authorities)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article IV-Membership to remove reference to Operational Departments and move the relevant points to be within the area of the bylaws to which they pertain.

Voting Privilege
  1. Each professional member of the SOCIETY, except an Automation Affiliate Member, Automation Community Subscriber, Student Member or Virtual Student Member, shall be entitled to one vote on all questions submitted to the membership of the SOCIETY. (moves to Article on Member Meetings)
  2. Each professional member of the Society as defined in IV, 7, a is entitled to vote for the Society President-elect Secretary, Society Treasurer, the Operational Department Vice Presidents, and Executive Board members. unless otherwise designated in these Bylaws. (moves to Article for Executive Board)
  3. Voting members of the SOCIETY who are Each Division members as defined in IV, 7, a is may vote in entitled to participate in Division and elections for Technical Department Vice President-elects elections. (moves to Article on Assemblies)
  4. Voting members of the SOCIETY who are Each members of a Standard Committee member who is also a member of the Society as defined in IV, 7, a is entitled to participate may vote in the Technical Department elections for Standards & Practices Vice President-elect. (moves to Article on Assemblies)

RECOMMENDATION #10: Member Entities (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article V – Member Societies to change the name to Member Entities, group relevant information and include divisions.

Article V - Member Entities Societies

  1. A Member Society of ISA is an entity that is formed by or becomes a subsidiary or part of ISA for the purpose of carrying out particular technical activities of interest and service to those who are members of that entity or of serving members of a particular geographic area as permitted by law and the approved governance documents of the entity. A Member Society may be a wholly owned subsidiary of ISA or an integral part of ISA with a defined purpose and governance structure.
  2. Member Entities Societies of ISA are established with by approval of by the ISA Executive Board of appropriate governance documents of the Member Society. The purposes and operations of a Member Entity Society may not conflict with the Bylaws, policies, of ISA or the purposes and mission of ISA. or with activities permitted by a nonprofit organization that is tax-exempt under Section 501(c)(3) of the United States Internal Revenue Code. A Member Society will recognize in its governance documents that it is a subordinate of ISA and that its governance and operations are subject to the review and approval of the ISA Executive Board.
  3. Member Entities Societies will have individual members who are also members of ISA at such grades as established by the ISA Executive Board for all ISA members. Member benefits and dues for members of Member Societies will be established by Member Society and approved by the ISA Executive Board. Unless the portion of the Member Society member dues paid to ISA is at least as much as the regular ISA member dues, then full, regular ISA member benefits may not be granted to Member Society members. A Member Society’s member dues may be greater than regular ISA member dues with the difference in dues going to support the programs and activities of the Member Society.

RECOMMENDATION #11: Council of Society Delegates (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article VI-Council of Society Delegates to remove procedures.

ARTICLE VI - Council of Society Delegates

  1. Composition: Each Section shall designate a member as its Society Delegate to represent its members and shall specify the term of office. The members of a Member Society established to serve members of a geographic area may be permitted to designate a member as a Society Delegate in accordance with a plan of governance of the Member Society approved by the ISA Executive Board as long as such members are granted full member benefits and are not otherwise represented by a Society Delegate. The collective body of such delegates shall be known as the Council of Society Delegates.
  2. Each elected Executive Board Member and Vice President of the SOCIETY shall serve ex-officio on the Council of Society Delegates but shall have no vote unless the individual has also been designated by a Section as its Society Delegate or Alternate Delegate.

RECOMMENDATION: #12 Government

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article VII-Government to align each segment within the corresponding areas of the bylaws and remove redundant language.

ARTICLE VII - Government

  1. The Council of Society Delegates shall control the general policies of the SOCIETY through its powers to amend the Bylaws, and to review the Annual Reports of Officers. (Moves to Article for Council of Society Delegates)
  2. The determination of operating policies and the control of affairs, property and the funds of the SOCIETY shall be vested in the Executive Board, except as may be provided otherwise by the Bylaws. (Moves to Article for Executive Board)
  3. Each Section shall control and manage the affairs, property, and funds of the Section. Neither the Constitution nor the Bylaws of a Section shall conflict with the Bylaws of the SOCIETY. (Moves to Article for Member Entities)

RECOMMENDATION #13: Chartering of Sections (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article VII-Chartering of Sections and Student Sections to remove overly detailed procedures. This revised portion of the bylaws is to be grouped into the article referencing Member Entities.

ARTICLE VIII - Chartering of Sections and Student Sections

  1. Any group of applicants or members except Virtual Student Members within a geographical area may petition for recognition as a Section charter under criteria and policies established or approved by the Executive Board and shall maintain a relationship with the Society in accordance with Society policies. The Executive Board may delegate to the Assembly of District Vice Presidents authority to determine the criteria and policies related to Section charters as well as approval of such charters. Upon approval of a petition by the Executive Board, the Executive Director shall issue the charter in approved form.
  2. The Section charter fee shall be established by the Assembly of District Vice Presidents, subject to the approval of the Executive Board and shall accompany the petition.
  1. The charter of a Section may be revoked for cause, including but not limited to inactivity or failure to report activity to the appropriate District Vice President, or upon petition by the Section and recommendation by the appropriate District Vice President. Revocation may be made by the Assembly of District Vice Presidents under criteria and policies established with the plenary authority of the Executive Board.
  1. Student Sections may have charters granted or revoked under procedures established or approved by the Assembly of District Vice Presidents.

RECOMMENDATION #17: Nomination and Election Procedures (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XI-Nomination and Election Procedures to remove overly detailed procedures and the reference to the Operational Assembly. The article pertaining to elections will move to the Executive Board article.  

ARTICLE XI - Nominations and Elections Procedures

 Society Nominating Committee

  1. Composition of Nominating Committee

The Society Nominating Committee shall consist of nine professional members eleven Nominators who are selected as follows: three members with leadership experience in the geographic aspects of ISA, appointed by the Geographic Assembly of District Vice Presidents; three members with leadership experience in the technical aspects of ISA, appointed by the Technical Assembly of Technical Department Vice Presidents; three members with leadership experience in the operational aspects of ISA, appointed by the Assembly of Operational Department Vice Presidents; and three two members with leadership experience in the Executive Board function, appointed by the Executive Board.  The Past President shall serve as non-voting Sergeant at Arms, and the most recent available Former President shall serve as non-voting chair of the Committee.      

  1. Term of Nominating Committee Members

Members Nominators shall serve a one-year term and shall be eligible to serve a lifetime maximum of four terms. If a Nominator becomes unable to fulfill their duties, they may resign and the appropriate Assembly may fill the vacancy.  If the resignation occurs prior to the distribution of candidate materials, that term does not count in the term limit.  A quorum of the Nominating Committee shall consist of a majority of the eligible Nominators.

  1. Qualifications for Committee Members.

The members Nominators shall be Society members who have served in leadership positions in the Society, but shall not be an Officer, District or Department Vice President, District or Department Vice President-elect, or Executive Board member. Other than the chair, former Presidents may not serve as nominating committee members. Nominators.    

  1. Duties of the Society Nominating Committee

The Society Nominating Committee shall select nominate each year at least one nominee each for President-elect Secretary, for Treasurer if that office any Society-voted position that is to become vacant the following year. , and for Vice President-elect for each Department Vice President office becoming vacant in accordance with the rotation schedule. The Committee shall also nominate at least one candidate for each Executive Board position that will become vacant the following year.  If the office of President-elect Secretary becomes vacant, the Nominating Committee shall meet to nominate a replacement in accordance with these Bylaws. Each nominee must receive at least a majority vote of a quorum of the Society Nominating Committee under procedures approved by the Executive Board.

  1. Report of the Society Nominating Committee

The Society Nominating Committee shall submit the names of nominees to the President in time for the list of nominees to be published in such SOCIETY publication as the Executive Board directs and in time to be submitted to the Society membership at least 30 days before the next annual Society elections. If an Office for which the Nominating Committee elects nominees becomes vacant (or if a nominee withdraws from nomination) after the regular meeting of the Society Nominating Committee and prior to the   annual Society elections, the Society Nominating Committee may nominate and submit another nominee to the Society membership without the 30-day notice required for other nominees.

  1. Nominations by Petition

Nominations of individuals qualified per Article X, Section 2 of these Bylaws for Society officers, Department Vice Presidents, and Executive Board members may be made by petition submitted to the President, at least 30 days before the annual Society elections. The petition must be signed by a combination of at least five (5) current or past members of the Executive Board or current or past Society Vice Presidents in good standing who are either Senior, Fellow, Life Senior, Life Fellow, or Honorary members. The President shall publish the additional nominations(s) on the ballot at least 21 days before the election date.

  1. Elections of Officers, District and Department Vice Presidents, and Executive Board Members

  2. Elections (MOVES TO ARTICLES ON EXECUTIVE BOARD)

The President-elect Secretary, Treasurer, Executive Board members, except for the Immediate Past President, the President, and at-large members and Department Vice Presidents-elect, shall be elected by the professional membership during the annual Society elections in accordance with Society policy on elections and the terms of office., by a plurality of the votes cast by eligible voting members as defined in Article IV, Section 8, of these Bylaws. No person shall hold two offices concurrently.

At least 30 days prior to the annual Society elections, the President shall publish for each nominee a brief biography and statement of the nominee’s vision and goals. 

Voting shall be by ballot of eligible voting members. The voting period shall be at least 15 days, to allow sufficient time for all voting members to cast their ballot.  Upon closing of the balloting, the President shall publish the results of the elections.

  1. Officers, Executive Board Members, and Operational Department Vice Presidents

All voting members of the Society may vote for President-elect Secretary, Treasurer, Operational Department Vice Presidents-elect, and Executive Board members, with the exception of at-large Executive Board members who will be elected by the non at-large members of the Executive Board.

RECOMMENDATION #18: Nomination and Election Procedures (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XI-Nomination and Election Procedures to streamline the language around District Vice President nominations and elections and Department elections. This revised section will be placed in the Assemblies area of the bylaws.

ARTICLE XI - Nomination and Election Procedures

  1. District Nominating Committees District Vice Presidents

The Society Delegates of each section in the District shall nominate and elect a District Vice President-elect in accordance with the terms of office., serve as nominators on their respective District Nominating Committee. Each District Nominating Committee shall select nominate at least one person for the office of District Vice President-elect at least 30 days before the election. Nominations for District Vice President-elect may also be made by petition submitted to the District Vice Presidents at least 30 days before the date of the election, signed by Society Delegates representing at least three (3) Sections in the District. The District Vice President shall validate the credentials of all nominees at least 21 days before the election date.

  1. Elections of Officers, District and Department Vice Presidents, and Executive Board Members
  1. District Vice Presidents
  2. The Society Delegates of each District shall elect a District Vice President-elect by the Annual meeting of the year before the year in which the new District Vice President will take office. The District Vice President-elect shall automatically succeed to the office of District Vice President.
  3. The election session of the Delegates of the District shall be chaired by the incumbent District Vice President or, if the District Vice President is unable to chair this meeting, by the District Nominator. Election shall be upon a majority vote of the Society Delegates of the District, one vote per delegate. In the event a special election is necessary to fill a vacancy in the office of the District Vice President, the President shall direct the Nominator of the District to conduct an election as soon as feasible.
  1. Technical Department Vice Presidents

Any Professional Member shall be eligible for election as a Department Vice President. All Department Vice Presidents will serve a two-year term. Voting Professional members of the Society who are Division members may vote for Vice Presidents-elect of the Technical Automation and Technology Department and the Industries and Sciences Departments.  Voting Professional members of the Society who are members of ISA Standards Committees may vote for Vice President-elect of the Standards and Practices Department. 

RECOMMENDATION #19: Meetings (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XII-Meetings to remove overly detailed procedures. The portions of the bylaws regarding the Council of Society Delegates will be moved into the pertaining article.

ARTICLE XII - Meetings

Meetings of the SOCIETY

  1. The Annual A Meeting of the SOCIETY shall be held at least annually within the months of August through November, at a time and place designated by the Executive Board. When authorized by the Executive Board, virtual attendance may be utilized.
  1. Other meetings of the SOCIETY may be held at times and places as the Executive Board may direct.
  2. Announcements Notice of all meetings of the SOCIETY shall be provided to the membership not less than 45 days prior to the meeting. published in INTECH or other SOCIETY publication, including electronic media that the Executive Board authorizes for such announcements.
  3. Meetings of Council of Society Delegates (MOVES TO ARTICLE ON COUNCIL OF SOCIETY DELEGATES)
  4. The Annual Meeting of the Council of Society Delegates shall meet be held at least annually. in two consecutive sessions, during or just preceding the week of, and in the same place as, the Annual Meeting of the SOCIETY. When authorized by the Executive Board, virtual attendance may be utilized.
  1. The first session shall comprise individual meetings of the Society Delegates from each District, under the chairmanship of its District Vice President, and each Department, under the chairmanship of its Department Vice President, for the purpose of receiving and reviewing the respective District or Department Vice President’s Annual Report.
  1. The second session shall comprise a meeting of all Society Delegates to receive and review the Annual Reports of the President, President-elect Secretary and Treasurer; and to act or advise on general policies for the SOCIETY.
  1. Notice of the meeting and the proposed agenda shall be sent to the Society Delegates at least 45 days before the meeting.
  2. The Voting Body
  3. The voting body shall consist of the Delegates, or in the absence of a Delegate, an alternate may be designated by the represented Section’s President and certified by the appropriate District Vice President for the District in which the Section is located. No person may serve as a Delegate or Alternate Delegate for more than one Section.
  4. Proxies may not be used in the meetings of the Council of Society Delegates.

iii.            Each Society Delegate shall have a voting power equal to the number of Society professional members on record with ISA, except Student Members, in the Section the Delegate represents as of the first day of the month preceding the month in which the vote takes place. as authenticated by the Executive Director.

  1. Quorum.

A quorum of the Council of Society Delegates consists of Delegates (or qualified alternate in the absence of a Delegate) representing both a majority of the number of Sections and a majority of the Section professional members.

  1. Special meetings of the Council of Society Delegates may be called by the President, or if the President is unavailable, the officer who acts when the President is unavailable, at the direction of the Executive Board, as long as 30 days advance notice is given to the Society Delegates. In lieu of a meeting, the Council of Society Delegates may vote by mail or electronic means by sufficient ballots to constitute a quorum on any question submitted to it by the Executive Board. The voting period shall end at such time as specified by the Executive Board but no earlier than 30 days nor later than 45 days from the date the ballots are issued.
  2. Any special election or ballot before any Society body may be conducted by mail or electronic means, as authorized by the Executive Board, by majority vote of sufficient eligible representatives to constitute a quorum of the body conducting the election or ballot. Unless stated otherwise in these Bylaws, the ballot or special election period shall end at the time specified by the body conducting the election or ballot, but no earlier than 30 days nor later than 45 days from the date the ballots are issued.

When authorized by the Executive Board, any meeting may be attended by some or all members of the body holding the meeting by electronic means, including without limitation, videoconferencing and telephone conferencing.

  1. In the event of an emergency or catastrophe that, in the opinion of the Executive Board, will make it unlikely that the business of the SOCIETY can be conducted in an orderly manner, the Executive Board, by majority vote, may cancel the Annual Meeting of the SOCIETY or the Annual Meeting of the Council of Society Delegates.

RECOMMENDATION #22: Assemblies (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XIV-Assemblies to remove overly detailed procedures. The area pertaining to Divisions will be moved to article on Member Entities as Assemblies are comprised of Districts and Departments. 

ARTICLE XIV – Assemblies

  1. The Geographic Assembly of District Vice Presidents serves as an advisory and activity body reporting to the Executive Board and responsible for administering and overseeing the conduct of Section, Region, and District activities as. The Geographic Assembly of District Vice Presidents will act on matters delegated to it by the Executive Board within the parameters established by and under the oversight of the Executive Board. The Assembly of District Vice Presidents consists of all District Vice Presidents, all District Vice Presidents-elect, and a Chair who is not a current Vice President or Vice President-elect.
  2. The Technical Assembly of Technical Department Vice Presidents serves as an advisory and activity body responsible for administering and overseeing the conduct of activities managed by the Technical Departments as. The Assembly will act on matters delegated to it by the Executive Board within the parameters established by and under the oversight of the Executive Board. The Assembly of Technical Department Vice Presidents consists of all Technical Department Vice Presidents, all Technical Department Vice Presidents-elect, and a Chair who is not a current Vice President or Vice President-elect.

  3. Divisions (moves to Article on Member Entities)

A group of professional members representing a technical area may petition for recognition as a Division and shall maintain a relationship with the Society in accordance with policies. Any professional member may choose to affiliate with any Division of the Society. The Assembly of Technical Department Vice Presidents will define the Technical Departments and Divisions that are needed to further the objectives of the SOCIETY, subject to the plenary authority of the Executive Board. Divisions shall be grouped under Departments.

  1. The Assemblies of District and Department Vice Presidents may establish and document policies and procedures affecting their respective areas of concern, subject to the plenary authority of the Executive Board, including without limitation selecting a Chair and administering an annual budget approved by the Executive Board.
  1. Departments and Divisions shall be defined in the Manual of Organization and Procedures. Department and Division operating procedures shall not conflict with the Society Bylaws or Manual of Organization and Procedures.
  1. All questions coming before a Department or Division of the SOCIETY shall be decided by a majority of the votes cast except as otherwise provided by the Bylaws or in the operating procedures of that Department or Division that have been approved by the Executive Board.

 

Procedures – 2: Volunteer Roles

Recommendation: Details related to officer duties should be updated to reflect current practice. This is most prevalent for the position of Treasurer which is refenced under Duties of Officers and Finance.

Rationale: Bylaws should not overly restrict the organization’s operations, which includes the responsibilities of volunteer leaders. And more importantly, Bylaws should not conflict with current practice.

Implementation: Duties of officers would be reviewed to ensure they are accurate. Specifically, the role of Treasurer under Article X – Officers, Section 5 – Duties of Officers and Article XVIII – Finance will be reviewed and revised to match current practice. For example, Article XVIII – Finance, Section 3, currently states that the Treasurer shall establish such bank and other financial accounts for the deposit and disbursement of Society funds. This section would be updated to reflect the Treasurer’s role in ensuring bank and financial accounts are established, rather than giving the impression the Treasurer is physically performing these tasks.

Another example includes a reference to a Society Parliamentarian under Article XIII – Executive Board, Section 1 – Composition. This is no longer an active role.

  • Article XVIII – Finance

RECOMMENDATION #16: Executive Board (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article X-Officers and Article XIII-Executive Board to create a single article related to the Executive Board without overly detailed procedures that will be moved into Policy. Information related other elected positions will be moved to the relevant articles. The language regarding removal from elected office will also be amended in the Articles of Incorporation to ensure ISA follows state statutes regarding removal of elected officials. 

ARTICLE XIII - Executive Board

Composition

  1. The Executive Board consists of 16 to 19 voting members, including the SOCIETY Officers; President, President-elect Secretary, Treasurer, Past President; six members with leadership experience in the geographic aspects of ISA, three members with leadership experience in the technical aspects of ISA, three members with leadership experience in the operational aspects of ISA, plus up to three at-large members with specific competencies.
  2. Executive Board members may not be current Vice Presidents or Vice President-elects. nor a Division Director or Director-elect. A Board member, however, may serve concurrently as Chair of one of the three Assemblies.
  3. The Executive Board also includes the Society Parliamentarian, appointed by the President, as a non-voting member and the Executive Director as is a non-voting, ex-officio member. (moved to the Executive Director article.)

Term of Office: The elected Board members with specific leadership experience are elected for serve three-year terms staggered such that approximately one-third of the members’ terms shall expire each year. An elected member may serve only two terms and may not serve as such again except for additional service as an Officer., staggered within each experience area and are eligible for re-election as defined in these Bylaws. The at-large members are elected appointed by majority vote of the non at-large members of the Executive Board for one-year terms. and are eligible for re-election as defined in these Bylaws.  All Board members can serve a lifetime maximum of six years on the Executive Board, except that prior service as a Board member does not preclude service in the presidential chain.

  1. General Powers and Duties

The Executive Board shall govern serve as the managing body of the SOCIETY in accordance with the Articles of Incorporation and these Bylaws. , establishing policy and organization of the SOCIETY and shall have all power and authority vested in a board of directors of a nonprofit corporation under law. The decisions of the Executive Board regarding policy and organization shall be summarized in the ISA Manual of Organization and Procedures. All changes to the Manual of Organization and Procedures shall be approved by the Executive Board before they are effective.

  1. Meetings. of The Executive Board shall establish a schedule of meetings for the year. be called at the discretion of the President, except that there shall be no fewer than three regular meetings of the Executive Board each year. Notice of any regular or special meeting of the Executive Board shall be given to Executive Board members at least ten days prior to the meeting.
  2. Voting - Decisions of the Executive Board shall be by majority vote of members present and voting.
  3. Quorum - A quorum of the Executive Board shall consist of a majority of the voting Executive Board Members.
  4. Appointment of Executive Director - The Executive Board shall appoint an Executive Director, who shall be the chief administrative officer of the SOCIETY. (will be placed in Executive Director article)

ARTICLE X - Officers

  1. Officers, Vice Presidents, and Executive Board Members  The officers of the Society shall be:
  • President
  • President-elect Secretary
  • Immediate Past President
  • Treasurer
  • In addition, the Executive Director shall be a non-voting an ex-officio officer of the SOCIETY.
  • Qualifications
  1. Any Professional Member, Senior Member, Fellow, Life Member, Life Senior Member, Life Fellow, or Honorary Member shall be eligible for election as an officer, Vice President or Executive Board Member.
  2. A District Vice President must be a member of a Section in the District he or she is elected to represent and will serve a two-year term. (Moves to Article on Assemblies)
  3. Term of Office
  4. Officers: The Immediate Past President, President and President-elect Secretary serve a one-year term and may not be elected to second term. The Treasurer shall serves a two-year term and may be re-elected to a second, consecutive term.

b             Officers, Vice Presidents, and Executive Board Members shall serve the below stated nominal term of office or until a successor is seated.

*         President

1 year

 

*         President-elect Secretary

1 year

 

*         Immediate Past President

1 year

 

*         Department Vice Presidents

2 years

(moves to article on Assemblies)

*         District Vice Presidents

2 years

(moves to article on Assemblies)

*         Treasurer

*         Executive Board Member

2 years

3 years

 
  1. Terms of office will run on a calendar year basis, January 1 through December 31. Officers, Vice Presidents, and Executive Board Members shall take office for their stated terms as follows:
  2. President-elect Secretary and Treasurer take office on January 1 of the year following election.
  1. The President-elect Secretary at the conclusion of the one year term in office shall automatically succeed to the office of President.

iii.            The President, at the conclusion of a one year term of office, shall automatically succeed to the office of Past President.

  1. Department Vice President elections and terms will be staggered under a rotation schedule established by the Executive Board such that one-half, or as close to one-half as possible, of the terms will begin on 1 January of each year.
  1. District Vice Presidents take office on January 1 of even-numbered years for odd-numbered Districts and of odd-numbered years for even-numbered Districts.
  1. Executive Board Member elections and terms will be staggered under a rotation schedule established by the Executive Board such that one-third of the terms will begin on 1 January of each year. (not related to Officers)

vii.          The Treasurer shall be elected in alternate years on a rotation schedule established by the Executive Board.

  1. No position elected by the membership except the Treasurer and members of the Executive Board shall serve successive terms in the same office except as provided in these Bylaws.

  2. Vacancy in Office
  1. Except as provided in these Bylaws, if any office subject to election by the membership other than that of President or President-elect Secretary becomes vacant Vacancies on the Executive Board occurring between annual elections of the Society, it may be filled with an interim appointment by the Executive Board until the next regular Society elections., at which time the membership shall elect an individual for the unexpired part of the term. Election to serve an unexpired part of a term shall not disqualify such individual from election for the succeeding term.
  2. In the event that the office of President is vacated between annual elections of the Society, the President-elect Secretary shall assume the office for the unexpired term and shall succeed to serve their his or her elected term. All other Officer vacancies are filled by appointment of the Board until the next regular Society elections. If the President-elect Secretary is unable to assume the unexpired term for any reason, the former President who has most recently completed a term as Past President shall immediately assume the office of President. Should this individual be unable to serve the unexpired part of the term, the office shall be transferred to the former President of most recent service who is able to assume the office.
  3. If the office of President-elect Secretary becomes vacant, the Executive Board shall, by a majority vote, elect an individual chosen from those members of the Society who are eligible for elective office to serve until the office is filled by a special election by the membership. This election shall follow a special meeting of the Society Nominating Committee to propose a candidate(s) nominated from the membership in accordance with the Bylaws. After a nominee(s) is proposed, the President will submit the nominee(s) to the membership for election by special ballot as permitted under these Bylaws.
  1. If an office of District Vice President or Department Vice President becomes vacant, it shall be filled by the Vice President-elect for the unexpired portion of the term who shall then succeed to fulfill the elected term. If a District Vice President-elect has not been elected, a special election shall be held by the Section Delegates of that District to fill the office of District Vice President by special meeting or by ballot. The newly elected District Vice President shall complete the unexpired term and shall be eligible for re-election. If a Department Vice President-elect has not been elected, a Department Vice President shall be elected in accordance with Section 4.a. of this Article. (Moves to Article on Assemblies)
  2. If an office of Department Vice President becomes vacant, it shall be filled by the Vice President-elect for the unexpired portion of the term who shall then succeed to fulfill the elected term. If a Department Vice President-elect has not been elected, it shall be filled with an interim appointment by the Executive Board until the next regular Society elections, at which time the membership shall elect an individual for the unexpired part of the term. Election to serve an unexpired part of a term shall not disqualify such individual from election for the succeeding term. (Moves to Article on Assemblies)
  1. Duties of Officers: The authorities and responsibilities of each position shall be as delineated in Society policy.
  1. The President shall be the chief executive officer of the SOCIETY, and shall preside at all annual and special meetings of the SOCIETY and at all meetings of the Executive Board, and the Council of Society Delegates meeting as a whole.
  • If the President is unable to preside at any meeting or fulfill any other duties of the office for a temporary period, including absences due to travel, the President-elect Secretary shall preside or assume the duties until the President is able to resume the duties. If both officers are unavailable, the Past President shall preside or assume the duties until either the President or President-elect Secretary is able to. If none of these officers is available to preside at a meeting, the body shall select a person from its ranks to preside.
  • The President shall submit a written Annual Report at the Annual Meeting of the Council of Society Delegates. The report shall summarize the activities of the Society, as well as that of the Council of Society Delegates.
  1. The President-elect Secretary shall act as Secretary of all meetings of the Council of Society Delegates and of the SOCIETY and shall perform such other duties as shall be delegated by the Executive Board. At the conclusion of the term of office for which elected, the President-elect Secretary shall become President of the SOCIETY.
  • The President-elect Secretary shall submit a written Annual Report at the Annual Meeting of the Council of Society Delegates. The report shall outline the objectives and program for the forthcoming year.
  1. The Past President shall serve as a consultant to the President and shall perform other duties assigned by the President. The Past President shall serve as a voting member of the Executive Board. The Past President shall serve as a non-voting member of the Society Nominating Committee.
  1. The Treasurer shall be the chief financial officer of the SOCIETY, and shall keep, or cause to be kept, complete records of all monies received and disbursed by or on behalf of the SOCIETY. The Treasurer shall report to the Executive Board, whenever requested, the financial condition of the SOCIETY. The Treasurer shall supervise the Finance and Investment Committees of the Executive Board and shall perform such other duties as delegated by the Executive Board.
  • The Treasurer shall submit a written Annual Report at the Annual Meeting of the Council of Society Delegates. The Treasurer’s report shall include an interim report for the current fiscal year and the proposed budget for the next fiscal year.
  1. Duties of Vice Presidents
  • Each Department Vice President shall manage the activities of the Department for which elected. The Department Vice President shall provide sufficient training for the Department Vice President-elect to assure a smooth transition at the end of the term of office. Each Vice President shall provide a written Annual Report of Departmental activities as specified in the Assembly of Operational or Technical Vice Presidents Manual of Organization.
  1. Each District Vice President shall promote and coordinate SOCIETY activity in the District, shall represent the views of the Sections in that District on the conduct of SOCIETY affairs and shall keep the Sections informed of the policies and actions of the Executive Board. Each District Vice President shall provide a written Annual Report of District activities as specified in the Assembly of District Vice Presidents Manual of Organization.
  1. Each Vice President-elect shall serve as the understudy for the incumbent officer of the Department or District for which elected.
    1. Removal for Cause
  • Any elected officer, vice president, or executive board member may be removed from office for cause by the vote of a two-thirds majority vote of the members of the Executive Board. at any regular or special meeting of the Executive Board as long as The individual subject to the removal vote must be given reasonable at least thirty (30) days advance notice of the question proposed removal and an opportunity to be heard at the meeting. A removed individual may appeal the removal to the Council of Society Delegates. Any appeal will be determined by majority vote of the Council of Society Delegates. (Clause will be replicated in Article on Assemblies to apply to Vice Presidents)

RECOMMENDATION #28: Finance (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XVII-Finance to remove overly detailed procedures.

ARTICLE XVIII - Finance

  1. The fiscal year of the Society shall be determined by the Executive Board. from January 1 to December 31.
  2. The Executive Director, the Treasurer, and any others who may have access to the funds of the SOCIETY, as determined by the Executive Board, shall be covered by a fidelity bond or insurance issued by a qualified company at the expense of the SOCIETY.
  1. The Treasurer shall establish such bank and other financial accounts for the deposit and disbursement of the Society’s funds as authorized by the Executive Board. All instruments or orders for the payment, transfer between, or withdrawal of funds from these accounts must be made or signed by one or more officers or staff members authorized by the Executive Board under such conditions and policies established by the Executive Board.
  1. Prior to the beginning of each fiscal year, the Executive Board shall approve a budget of estimated expenditures and receipts.
  1. A summary of the approved Annual Budget and of the Annual Financial Statements shall be published in such SOCIETY publication as the Executive Board directs.
  2. The SOCIETY shall have the power to purchase and maintain insurance of any nature and type it deems appropriate.

RECOMMENDATION #33: Parliamentary Authority (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to Article XXII-Parliamentary Authority to remove detailed procedures and relocate the remaining statement to the Article referencing the Executive Board.

ARTICLE XXII - Parliamentary Authority

  1. The Executive Board shall establish the parliamentary authority for conducting deliberations at Society meetings The current edition of Robert’s Rules of Order Newly Revised shall govern the proceedings of the SOCIETY, its governing bodies and committees., in all cases not otherwise provided for in these Bylaws. (moves to Article on Member Meeting)
  1. The Parliamentary Authority adopted by the SOCIETY shall be adopted by each Section of the SOCIETY.

 

Procedures – 3: Staff Roles

Recommendation: Review references to the role of the Executive Director as stated in the Bylaws and ensure it reflects current practice, as well as allows for flexibility into the future. Details of the Executive Director’s role are outlined in the job description.

Rationale: Bylaws should not overly restrict the organization’s operations, which includes the responsibilities of staff leaders. And more importantly, Bylaws should not conflict with current practice.

  • Article XVII – Dues and Assessments, Section 6

This refers to “The Executive Director shall forward a membership card to each member.”

Again, not only does this section detail a process that would be an unwise use of Executive Director time, but it is also outdated as membership cards are now downloaded by the members via an automated process.

Implementation: Duties of the Executive Director would be reviewed and details better suited for a job description would be removed from the Bylaws. Additionally, the specific functions listed under Article XV – Executive Director, Section 2 would be removed.

Bylaws Impact:

  • Article IV – Membership
  • Article XV – Executive Director
  • Article XVII – Dues and Assessments, Section 6

RECOMMENDATION #23: Executive Director (Procedures)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XV-Executive Director to remove overly detailed procedures.

ARTICLE XV - Executive Director

  1. The Executive Director serves as the chief operating director of ISA with duties and responsibilities assigned by the Executive Board. The Executive Director serves as a non-voting member of the Executive Board. The Executive Director shall be responsible to the Executive Board, serving as a non-voting member of the Executive Board and shall report administratively to the SOCIETY President. The President and the Treasurer shall jointly monitor the expenditures of the Executive Director.
  1. The Executive Director shall be responsible for administering and reporting the operations of the SOCIETY as directed by the Executive Board and shall maintain and staff a business office for the SOCIETY to perform the functions delegated by the Executive Board, including but not necessarily limited to:
  1. Maintaining membership records.
  1. Handling, in conjunction with the Treasurer, all receipts and disbursements of Society funds, maintain financial records of the SOCIETY, and control expenditures in accordance with the Annual Budget and any special appropriations approved by the Executive Board.
  1. Making business arrangements for events sponsored by the SOCIETY as required by the Executive Board.
  1. Managing preparation, production, distribution, and sale of SOCIETY publications, educational products, and services.
  1. Providing administrative, secretarial, clerical, and mailing services in support of SOCIETY activities.
  1. Publicizing the SOCIETY’s activities.
  1. Promoting SOCIETY membership.

Membership

 

Membership – 1: Membership Benefits

Recommendation: Allow greater flexibility and nimbleness as it relates to ISA member benefits.

Rationale: The current language is restrictive and would not allow for the Executive Board to tailor benefits to current member needs. As the organization evolves, locking the organization into a set of member benefits stated in the Bylaws can restrict valuable resources that could be allocated to programs or services that provide greater value to members.

When listed in the Bylaws, it requires a vote to either stop or change a benefit and reallocate resources elsewhere. For example, producing a magazine can be expensive. It may be determined that members no longer find value in INTECH. The publication may evolve into a different value-added benefit. However, since it is outlined in the Bylaws, it would be an involved process to implement this change.

Some of the references are outdated (i.e. downloadable membership cards versus printed and INTECH no longer being monthly). This is an additional risk with providing specific benefit details in the Bylaws.

Implementation: There are several references to specific membership benefits throughout the Bylaws. Removal of these items does NOT mean the organization will suddenly stop producing or offering these items. It simply means they are not referenced in the Bylaws. Instead, language would be inserted along the lines of “members will be entitled to all benefits as established by the Executive Board upon recommendation of the Image and Membership Committee.”

Bylaws Impact

References to members benefits, specifically membership cards and INTECH would be removed from the following Articles and Sections.

RECOMMENDATION #27: Member Cards (Membership)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XVII-Dues and Assessments to remove the specific mention of membership cards.

ARTICLE XVII - Dues and Assessments

  1. The Executive Director shall forward a membership card to each member.

RECOMMENDATION #31: Member Benefits (Membership)

The Executive Board recommends that the 2020 Council of Society Delegates approve the deletion of Article XIX-Publications from ISA bylaws and add a statement to the article on Membership regarding member benefits.

ARTICLE XIX - Publications

  1. All members, except Virtual Student Members, Automation Community Subscribers, and Automation Affiliate Members shall receive annually a subscription to the Society’s monthly publication, INTECH.
  1. In addition, all dues paying members, except student members, Virtual Student members and reduced dues members, will receive a non-transferable coupon valued at 100 percent of the member class annual dues valid for one year that may be applied towards the purchase of both newly issued and major revisions of SOCIETY’S Standards & Recommended Practices.

(Added to Membership Article)

Benefits. Members will be entitled to all benefits as established by the Executive Board.

 

Membership – 2: ISA Dues

Recommendation: Remove references to specific dollar amounts related to dues. Consider including language limiting the dues increase the Executive Board is authorized to implement without a vote by the Council of Society Delegates.

Rationale: While Roberts Rules of Order do stipulate that dues must be addressed in the Bylaws, the notion that the Bylaws must contain the exact amount is a myth. Organizations can include either an exact amount, or a reference to who/how dues are established. In the latter, it is recommended that limits for dues increases be put in place.

Similar to listing the member benefits, listing specific dues amounts can be limiting to the future success of the organization.

Implementation: Revised Bylaws language would include removal of the specific dollar amounts while also placing a 3% upper threshold by which dues can be increased by the Executive Board.

RECOMMENDATION #25: Dues (Membership)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XVII-Dues and Assessments to remove specific dollar amounts and add a threshold by which the Board could increase dues without Council approval.

ARTICLE XVII - Dues and Assessments

  1. The annual dues for membership are due and payable at an amount set by the Executive Board. shall be as follows: *
  • Student Member USD 10.00
  • Virtual Student Member USD 5.00
  • Member USD 130.00**
  • Senior Member USD 130.00
  • Fellow USD 130.00
  • Life Member None
  • Life Senior Member None
  • Life Fellow None
  • Honorary Member None
  • Automation Affiliate Member USD 65.00
  • Automation Community Subscriber                 None

Non-student members may pay in advance for two and three years of membership at a discounted rate of USD 245.00 for two years and USD 340.00 for three years.

*             Except for former Society Presidents, who shall be given a permanent membership card and granted lifetime free membership in the SOCIETY.

**           Except for a graduating Student Member upgrading to Member, whose dues shall remain at the Student Member dues rate for one year after graduation.

  1. The Society may enter into agreements with other similar organizations under which members of the other organizations may join the Society at appropriate membership levels at a discounted annual dues rate if the other organization permits Society members to join it under a reciprocal arrangement. Any such agreements will be approved by the Executive Board before becoming effective.
  1. The Executive Board may establish a reduced dues rate based upon the local economic conditions for members who are resident citizens of countries identified on a prevailing list of countries eligible for economic consideration. The Executive Board may establish alternative member benefits, or methods of providing member benefits, or other policies consistent with such reduced dues rates. (this is covered in membership article)
  1. All annual dues shall be paid on an anniversary basis. The anniversary date for new members shall be the effective date of membership established by the Executive Director; the Executive Director may, through proration of SOCIETY and Division dues, establish a new anniversary date for any member.
  1. Assessments upon individual members shall be made only by two-thirds vote of the Council of Society Delegates. Assessments may be made for prospective debts only.
  1. No assessments may be made upon any Section or Student Section.
  1. The Executive Board may increase dues up to 3% annually. Any increase larger than 3% would be brought to the Council of Society Delegates for approval.

 

Membership – 3: Discounted and Recognition Membership Classes

Recommendation: Replace reference to each type of discounted and awarded class of membership with a statement that the Executive Board has the authority to establish discounted and recognition classes of membership.

Rationale: Specifying each class of membership can lock the organization into offering underutilized classes. For example, ISA currently lists Virtual Student Members as an option, however, this is hardly ever been utilized. Despite that, the organization must continue to offer and maintain this class of membership.

Implementation: Discounted and Recognition-based membership classes would be removed from the Bylaws with language instead providing the Executive Board with the authority to create and offer these.

RECOMMENDATION #4: Membership Discounts and Recognition (Membership)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article IV-Membership to replace references to recognition and discounted memberships with a statement that the Executive Board has the authority to establish these. Details about Senior, Fellow, Honorary, and Life recognition will be moved into policy, as will discounts for reduced dues countries and subscription options.

ARTICLE IV - Membership

  1. The Executive Board may establish additional honorary or discounted grades of membership.
  2. Memberships in the SOCIETY shall be in one of the following grades:
  • Student Member
  • Virtual Student Member
  • Member
  • Senior Member
  • Fellow
  • Life Member
  • Life Senior Member
  • Life Fellow
  • Honorary Member
  • Automation Affiliate Member
  • Automation Community Subscriber

  •  Senior Member - A Member or an applicant who, at the time of request for advancement or admission, shall:
  •   Be a graduate of a baccalaureate engineering or science curriculum, with at least six years of active work relating to the objectives of the SOCIETY, two of which shall have been in a position of responsible charge, or
  •  If not a graduate of a baccalaureate engineering or science curriculum, have 10 years of active work relating to the objectives of the SOCIETY, two of which shall have been in a position of responsible charge, or
  •  Be a graduate of an associate degree program or of a two-year engineering or science technical school program, with at least eight years of active work relating to the objectives of the SOCIETY, two of which have been in a position of responsible charge.
  • For purposes of subpart i of this Section, each master’s degree may be counted as one of the six years of active instrumentation work and a doctorate may be counted as two of the six years.  Registration as a registered professional engineer or equivalent may be counted as one of the six years and current certification by one of the ISA programs may be counted as one of the six years.        
  1. Fellow - A Senior Member who meets the following criteria and has been elected by a majority vote of the Executive Board of the SOCIETY:
  2. Possession of outstanding and acknowledged engineering or scientific attainments in a field related to Society objectives;
  3. Senior Membership in the SOCIETY;

                iii.            Membership in the SOCIETY for at least five years;

  1. At least ten years of active work in a field related to SOCIETY objectives;
  2. Nomination by a SOCIETY member;
  3. Recommendations by a minimum of five members of Fellow, Life Fellow, or Honorary Member classes or alternatively, a combination of nine members of Senior, Fellow, Life Senior, Life Fellow, or Honorary Member classes which includes a minimum of one Fellow, Life Fellow, or Honorary Member; and

                vii.          A recommendation for election by the SOCIETY Admissions Committee.

  1. Life Member, Life Senior Member or Life Fellow - a Member, Senior Member, or Fellow who has been a dues-paying member in good standing for a total of at least 25 years and whose combined age and years of ISA membership (total of years in all member classes, including student) equals or exceeds the sum of 90.
  2. Honorary Member - an individual whose outstanding contributions to the advancement of the arts and sciences of instrumentation are worthy of special recognition. An Honorary Member shall without further payment of dues have all the rights and privileges enjoyed by all other classes of membership and shall be awarded an appropriate certificate, pin, and membership card.
  3. Automation Affiliate Member – any individual who is a member of an Automation Federation organization.
  4. Automation Community Subscriber – any person engaged in the automation profession.

RECOMMENDATION #5: Membership Grades (Membership)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article IV-Membership to streamline the descriptions of the membership grades.

ARTICLE IV - Membership

  1. Any person interested in the objectives of the SOCIETY shall be eligible for election to membership in any grade for which eligibility requirements are fulfilled. The Executive Board may establish the process for applying and being accepted as a member., in accordance with the conditions and procedures specified in these Bylaws.

  2. Memberships in the SOCIETY shall be in one of the following grades:
  • Student Member. An individual who is registered in a program leading to a related degree or certificate.
  • Professional An individual actively involved in supporting the objectives of the Society.   
  1. The membership classes are defined as follows:  
  1. Student Member or Virtual Student Member - an individual who is registered in a program leading to a measurement and control related degree or certificate. (moved above)
  2. Member - any person desiring to support the objectives of the SOCIETY. (reworded above)

RECOMMENDATION #34: Amendment (Membership)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to Article XXIII-Amendments to update the member grades.

ARTICLE XXIII - Amendment of Bylaws

  1. Amendment of the Bylaws may be proposed by any Society Delegate, or by resolution of the Executive Board, or by a petition signed by one hundred or more professional members of the Society, excepting Automation Community Subscribers and Automation Affiliate Member and Student members and shall be placed on the agenda for the next meeting of the Council of Society Delegates providing a minimum of 45 days advance notice is given to the President.

 

Membership – 4: Student Member Rebates

Recommendation: It is recommended that, rather than returning a portion of small amount of student dues received to each student section in an amount of 30% for Student Members (equivalent of $3/student member), we create a process for student sections to request specific program funding from ISA.

Rationale: The amount paid to each Student Section is minimal. Student Sections could be better served by requesting support from ISA for specific programs and initiatives. The process, as currently outlined, also provides challenges for tracking payments to Student Sections as it states a portion of dues will be paid within three months of receipt. Should this process continue, it should instead be set on a quarterly or bi-annual basis so that all Student Sections are being paid at the same time rather than on a rolling basis.

Implementation: If student section rebates are removed, we would ask the Geographic Assembly to recommend a program in which Student Sections could request financial support from ISA. Additionally, the language regarding the payment schedule of professional member dues would be removed as this quarterly payment process is already outlined in an operating procedure.  

RECOMMENDATION #26: Rebates (Membership)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XVII-Dues and Assessments to remove student section rebates.

ARTICLE XVII - Dues and Assessments

  1. The Executive Director Society shall return 15% a portion of the dues received from each professional member to the active Section with which the member is primarily affiliated. no later than three months after receipt of the dues in accordance with the following schedule:
  1. For each Fellow, Senior Member, or Member – 15% of the dues received to the section.
  1. For each Student Member, or each graduating Student Member upgrading to Member -- 30% of the dues received to the student section.

Districts and Regions

 

Districts and Regions – 1: Regions

Recommendation: Eliminate the reference to Regions within the Bylaws. Eliminating this in the bylaws does not mean Regions cannot be formed in the future if needed.

Rationale: There are currently no regions within ISA nor has there been for several years. Regions provide an extra layer of bureaucracy which is not necessary for an organization ISA’s size and scope.

Implementation: The reference to regions would be removed from the Bylaws. If needed in the future, a policy could be created.

RECOMMENDATION #15: Regions (Districts and Regions)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article IX-Geographical Districts to remove references to Regions.

ARTICLE IX – Geographical Districts

  1. Each District may, but is not required to, group one or more Sections within the District into one or more geographic subdivisions called Regions.

RECOMMENDATION #20: Assemblies (Districts and Regions)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article XIV-Assemblies to remove references to regions.

ARTICLE XIV – Assemblies

  1. The Assembly of District Vice Presidents serves as an advisory and activity body reporting to the Executive Board and responsible for administering and overseeing the conduct of Section, Region, and District activities. The Assembly of District Vice Presidents will act on matters delegated to it by the Executive Board within the parameters established by and under the oversight of the Executive Board. The Assembly of District Vice Presidents consists of all District Vice Presidents, all District Vice Presidents-elect, and a Chair who is not a current Vice President or Vice President-elect.

 

Districts and Regions – 2: Districts

Recommendation: Allow flexibility as it relates to the number of districts so that the Executive Board, along with the Assembly of District Vice Presidents (Geographic Assembly), can establish the appropriate number of districts based upon current membership size and geographic distribution.

Rationale: When possible and allowable, it is best practice for the Bylaws to be less specific in terms of numbers of committees, sections, districts, etc. This allows the greatest flexibility and nimbleness within the organization to adjust to changing needs and member demographics.

Implementation: Article IX – Geographical Districts, Section 2 states that the number of districts shall be no less than seven. Rather than assigning a minimum requirement, the Bylaws would state there will be districts, the number of which will be determined by the Executive Board upon recommendation of the Assembly of District Vice Presidents (Geographic Assembly).

RECOMMENDATION #14: Geographical Districts (Districts and Regions)

The Executive Board recommends that the 2020 Council of Society Delegates approve an amendment to the ISA Bylaws, Article IX-Geographical Districts to remove the limits around the number of Districts. This revised portion of the bylaws is to be grouped into the article referencing Assemblies.

ARTICLE IX – Geographical Districts

  1. Subject to the plenary authority of the Executive Board, the Sections will be organized into Districts by the Geographic Assembly of District Vice Presidents.
  2. The number of Districts shall be no less than seven.

Council of Society Delegates

 

CSD – 1: Expanded Representation

Update: Based on feedback received and ongoing conversations, the Board has decided to postpone this recommendation until 2021.

Recommendation: Retain the Council of Society Delegates as the representative body of the members responsible for Society Bylaws but include representation from Technical Divisions.

Rationale: Association members today are less likely to be restricted to the confines of geographical representation with the availability of technology and ability to connect virtually. Expanding representation to include the Technical Divisions allows ISA members who are primarily engaged this way to have a voice in the governance of the Society. Each member would determine if they would prefer to be represented by geographical location or technical interest.

The delegate composition was addressed in the volunteer leader input survey that was conducted as part of the assessment. The majority of survey respondents were in favor of at least discussing the addition of delegates from Technical Divisions.

  • Eleven out of thirty-one Delegates were in favor of the addition, while fourteen were open to a discussion.
  • Six of the Delegate respondents were opposed to adding technical division representation.

Implementation: The Council of Society Delegates would be comprised of delegates from compliant Sections and Divisions. Members would be given the opportunity to choose representation by either a Section or a Division at the time of joining and/or renewal. Members would be able to change their representation selection at any time up to 60 days prior to a meeting of the Council of Society Delegates.

It would be a function of each Section and Division to designate one of its members as their Society Delegate to represent its members and the term of office should be specified. The weight of the vote of each delegate would correspond to the number of members in the Section or Division.

Bylaws Impact:

  • Article VI – Council of Society Delegates, Section 1
  • Article XII – Meetings, Section 2c