ARTICLE C-l - NAME
1. The name of this organization shall be the Institute of Industrial and Systems Engineers, Inc.
ARTICLE C-II - PURPOSES
1. This corporation is organized and shall be operated exclusively for scientific, educational and charitable purposes. In the furtherance of such purposes, it shall be authorized:
(a) To advance the general welfare of mankind through the resources and creative abilities of the Industrial Engineering profession.
(b) To advance the art and science of Industrial Engineering for the general welfare of mankind.
(c) To encourage and assist education and research in the art and science of Industrial Engineering.
(d) To promote the unrestricted dissemination of knowledge and information by means of meetings and publications relating to the art and science of Industrial Engineering.
(e) To receive, own and maintain real or personal property, or both, and to use and apply the whole or any part of the income or principal thereof exclusively for scientific or educational purposes in the art and science of Industrial Engineering.
(f) To assist Colleges and Universities in the development of educational programs in the art and science of Industrial Engineering.
2. No member, trustee, officer or employee of, or member of a committee, or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for service rendered to or for the Corporation in effecting any of its purposes, as shall be fixed by the Board of Trustees.
3. Notwithstanding any of the foregoing provisions which may be construed to the contrary, the Institute of Industrial and Systems Engineers, Inc., shall not engage in any activity which is not educational, scientific or charitable within the meaning of Section 501 (c) (3) of the 1954 Internal Revenue Code. On dissolution of the Institute of Industrial and Systems Engineers, Inc., its assets shall be distributed to an organization organized and operated for similar education, scientific or charitable purposes, or to the Federal, State or Local Government for a public purpose. No part of the income or principal of the Institute of Industrial and Systems Engineers, Inc., shall inure to the benefit of or be distributed to any member, director or officer of the IISE or any other private individual. No substantial part of the activities of the Corporation shall be the carrying out of propaganda or otherwise attempting to influence legislation.
ARTICLE C-III - ETHICS
1. The Code of Ethics of IISE shall be the Canons of Ethics prepared by the Accreditation Board for Engineering and Technology (ABET).
2. Any member convicted of conduct unbecoming a gentleperson, as provided in the Bylaws, shall be dismissed and deprived of his or her membership.
3. The charter of any subdivision of the Institute may be withdrawn or suspended for cause by a three-fourths vote of the Board of Trustees.
ARTICLE C-IV - MEMBERSHIP
1. Membership shall be open to anyone who meets and maintains membership requirements outlined in the By Laws. In no way shall race, religion, color, national origin, ancestry, age, sex or handicap be used in determining membership eligibility or grade.
2. Organizational membership shall be available for corporations, partnerships, academic institutions, government agencies and like organizations.
3. Categories of individual and organization membership and their associated qualifications, privileges, and requirements for admission shall be specified in the By Laws.
ARTICLE C-V - ORGANIZATION
1. The organization of the IISE shall consist of an association of all the members; its legislative body shall be the membership acting either through direct vote or by its Board of Trustees; and its administrative body shall be the Board of Trustees.
ARTICLE C-VI - ANNUAL MEETING
1. The IISE Annual Meeting shall be held to receive the annual report, install Institute officers, and take up other business as may be required by the Constitution. The general business portion of the Annual Meeting shall be open to IISE members on request to the Executive Director.
2. Voting members at the Annual Meeting include all members of the Board of Trustees.
3. A quorum for the Annual Meeting shall be three-fourths of the number of members of the Board of Trustees.
ARTICLE C-VII - BOARD OF TRUSTEES
1. The Board of Trustees shall consist of nine to fifteen members, including the President and Chief Executive Officer, who shall be the chairperson, the immediate Past President, the President-Elect and Chief Financial Officer. Remaining membership, as outlined in the By-Laws, shall reflect the geographic and professional diversity of the membership.
2. Guidelines for the nomination, election, term, responsibilities, and removal of trustees are maintained in the By-Laws.
3. The Board of Trustees shall be responsible for the operation of the Institute and shall set the broad outlines of policy, have final decision on the budget, and such other powers as may be specified in this Constitution and By-Laws.
ARTICLE C-VIII - OFFICERS
1. The elected Institute officers are the President and Chief Executive Officer, the President-Elect and Chief Financial Officer, the Immediate Past President, and the other members of the Board of Trustees.
2. Guidelines for the nomination, election, term, responsibilities, and removal of Institute officers are maintained in the By-Laws.
3. The officers shall carry out such duties as are customarily connected with their offices, as are outlined in the Bylaws and shall have such additional duties as may be assigned to them by the Board of Trustees.
4. The Board of Trustees may appoint an Administrative Officer, who shall serve as an ex-officio, non-voting member of the Board of Trustees.
ARTICLE C-IX - FINANCES
1. Proper functioning of the financial affairs of IISE shall be assured by action of the IISE Board of Trustees.
2. All Institute members, except those specifically exempt, shall pay annual dues to the Institute in amounts specified by the Bylaws.
3. The Executive Director in consultation with the President-Elect and Chief Financial Officer and the Treasurer shall draw up a budget for the coming year prior to the end of each fiscal year. The budget will be submitted to the Finance Committee for review prior to presentation to the IISE Board of Trustees for approval.
4. The annual financial audit shall be prepared by a certified public accountant. It shall be ready for presentation to the membership by the Executive Director within 90 days after the close of the fiscal year and shall appear in the official IISE publication.
ARTICLE C-X - COMMITTEES
1. All Institute Committee Chairpersons must be members in good standing.
2. Standing committees and ad hoc committees shall be appointed as provided in the By-Laws.
3. Standing committees and ad hoc committees shall conduct their business in accordance with guidelines provided by the Board of Trustees.
ARTICLE C-XI - HONORS AND AWARDS
1. Honors and Awards for various achievements and services to mankind, the profession and the Institute may be given to Institute members and nonmembers.
ARTICLE C-XII - AMENDMENTS
1. Amendments to this Constitution may be proposed by written petition of at least one-half of one percent (1/2%) of the membership entitled to vote at the Institute level, or by the IISE Board of Trustees.
2. The Board of Trustees shall decide when to schedule an amendment for a mail vote by membership entitled to vote at the Institute level.
3. A statement of the proposed amendment shall be accompanied by a ballot and shall be sent to each member, entitled to vote at the Institute level. Ballots shall be counted no earlier than thirty (30) or later than sixty (60) days after mailing date. A majority of affirmative ballots returned shall be necessary to adopt the proposed amendment.
4. Bylaws pertaining to matters not expressly specified in this Constitution may be passed, repealed or modified by a three-fourths affirmative vote of the IISE Board of Trustees.