Constitution & Bye-Laws

Constitution of the International Compumag Society

Updated: 28 April 1995

ARTICLE I – NAME

The Society shall be called the International Compumag Society and shall be a non-profit making organisation.

ARTICLE II – OBJECTIVES

The Objectives of the International Compumag Society shall be to serve its members in:

  • (a) the advancement and dissemination of knowledge about the application of computer methods to field problems having significant electric, magnetic or electromagnetic components;
  • (b) the encouragement of improvements in methods for field computation as defined in (a) and in their verification and validation; and
  • (c) the promotion of information exchange among members of the Society by any appropriate means of communication (e.g. conferences, workshops, electronic forums, etc.).

ARTICLE III – MEMBERSHIP

Any person who has a reason to be interested or involved in the computation of electric, magnetic or electromagnetic fields may be accepted by the Board for ordinary membership, following delivery to the Board, by the prospective member of an application signed by him/her and in the form prescribed from time to time by the Board.

The membership will be drawn from three Regions broadly defined as:

  • (a) Asia, Australasia and Oceania;
  • (b) Europe and Africa; and
  • (c) North, Central and South America.

The detailed definition of boundaries of each Region shall be defined in the Bye-Laws.

The Society may also, by passing appropriate Bye-Laws, define other forms of membership and establish the associated dues, privileges and voting rights.

The Board shall have the power to remove from membership of the Society any member who brings or threatens to bring the Society into disrepute or otherwise acts in a manner inconsistent with the attainment of the Society’s objectives.

ARTICLE IV – THE BOARD

1. Management

The Society shall be managed by the Board, which shall have authority to act on behalf of the Society. The Board shall jointly and severally indemnify the members of the Society who are not also members of the Board in respect of all claims brought by non-members of the Society in relation to the activities of the Society.

2. Composition

The Board shall consist of 25 members, 8 from each Region, who will be elected by the members of their Region, and one Secretary/Treasurer appointed by the Board.

3. Duties and Powers of the Board

  • (a) To set policy of the Society in accordance with Article II.
  • (b) To elect the Officers as defined in Article V and in the Bye-Laws.
  • (c) To approve or disapprove financial actions undertaken by or on behalf of the Society.
  • (d) To set membership dues as specified in Article VIII.
  • (e) To authorise the establishment of committees to advise the Board on policy and operations of the Society.
  • (f) To provide the sponsorship for COMPUMAG and for other conferences and meetings in accordance with Article II.
  • (g) To establish services for the Society’s members.
  • (h) To propose amendments to the Constitution and approve amendments to the Bye-Laws.
  • (i) To do such other acts as the Board decides are desirable in order to achieve the Objectives of the Society.

4. Board Meetings

The Board shall meet at least once a year, typically in conjunction with a COMPUMAG Conference or other meeting related to the topic of computational electromagnetics. Not more than eighteen months shall elapse between meetings. The Secretary/Treasurer shall, at least once a year, and any member of the Board may, call a Board meeting, on giving not less than sixty days’ notice to the other Board members. A meeting may be held by teleconferencing, or by means of a written resolution copied by mail [fax or E-Mail] to all Board members for signature and returned to the Secretary/Treasurer.

The quorum for a Board meeting (whether held in person, by teleconference or in writing) is thirteen members.

ARTICLE V – OFFICERS

1. Officers

The Officers of the Society are the President, the Secretary/Treasurer, one Vice-President for each Region, except in the President’s Region where the President acts as the Vice-President, and one Deputy Secretary for each Region. The Committees of the Society are the Executive Committee and the Nominating Committee. Additional operating officers and committees may be established as specified in the Bye-Laws.

All Officers must be members of the Society. The President, and the Vice-Presidents and the Deputy Secretaries must be duly elected members of the Board. All members of the Executive Committee must be duly elected members of the Board. Membership requirements for the Nominating Committee shall be as specified in Article VI and the Bye-Laws.

2. Duties of the President

The President shall chair meetings of the Board and the Executive Committee whenever he or she is willing and able to do so, and shall, in the case of an equality of votes, have a second or casting vote. The President shall represent the Society externally, but when necessary, can delegate this function to one of the Vice-Presidents. The President shall perform such other functions as may be explicitly provided by the Bye-Laws or as mandated by the Board.

3. Duties of the Regional Vice-Presidents

A Vice-President shall chair at Board and Executive Committee meetings when the President is not willing or able to do so, and shall, in the case of an equality of votes, have a second or casting vote. If only one Vice-President is present, he or she shall chair the meeting; otherwise, the Vice-Presidents shall chair meetings alternately. The Vice-Presidents shall promote the Society in their Regions, act to represent the Society in their Region on behalf of the President, and maintain and sustain contacts and co-operation with sponsoring bodies and learned societies in the Region.

4. Duties of the Secretary/Treasurer

The Secretary/Treasurer is responsible to the Board for the maintenance of the records of the Society, including Minutes of the Board meetings, Society activities, and membership lists. The Secretary/Treasurer shall be responsible for the conduct of the financial affairs of the Society. Each year, the Secretary/Treasurer shall prepare a budget of income and expenses and a report on the financial condition of the Society for submission to the Board for approval, and shall call the annual Board meeting at which the budget and report is to be approved. The Secretary/Treasurer shall perform such other duties as specified in the Bye-Laws and as the Board may assign.

5. Duties of the Deputy Secretaries

The Deputy Secretaries shall assist the Secretary/Treasurer and the Vice-Presidents in carrying out the activities of the Society.

6. Executive Committee

The Executive Committee shall implement the policy of the Board. Actions taken by the Executive Committee must be reported to and approved by the Board. The Executive Committee shall perform such other duties as specified in the Bye-Laws.

ARTICLE VI – ELECTION AND TENURE OF OFFICERS AND BOARD

1. Qualifications

Except for the initial Officers and Board members, all candidates for the offices and the Board shall have been members of the Society for at least two years.

2. Ballot

Board members will be elected by mail ballot as described in Article XII. Officers will be elected by the Board.

3. Term of Office

The term of office for a Board member shall be six years, with terms to be staggered so that twelve members of the Board (not to include the Secretary/Treasurer) shall retire every three years. The first twelve members to retire shall be decided by lot. Retiring Board members shall be eligible for re-election. The term for a Board member will begin on the first day of January in the year following the election.

The term of office for an Officer will be three years except as defined under paragraph 5 of this Article.

4. Nominating Procedure and Election of the Board.

At the annual meeting of the Board, at least one year before the termination of the tenure of the Board members, the Board shall select a Nominating Committee as specified in the Bye-Laws. The Nominating Committee shall have at least 50% of non-Board members.

The Nominating Committee shall prepare a slate of candidates for each Region. The slate of candidates shall have at least six nominees for each Region. The Nominating Committee shall report to the Secretary/Treasurer at least eight months before the termination of the tenure of the outgoing Board members. The proposals of the Nominating Committee shall be promptly announced to the members. The names of the petition candidates may be submitted to the Secretary/Treasurer up to four months before the termination of the tenure of the outgoing Board members. For a nomination by petition to be valid the number of members’ signatures shall be as defined by the Bye-laws but shall not exceed 10% of the regional membership. Elections shall be carried out by mail ballot as specified in Article XII and in the Bye-Laws.

In the case where there is an insufficient number of candidates four months before the end of the termination of the tenure of the outgoing Board members, the Board shall nominate candidates to fill the vacancies.

Vacancies arising on the Board between elections may be filed for the rest of the term by vote of the Board at any regularly scheduled Board meeting. Nominations to fill such vacancies may be made by any Board member present at the meeting.

5. Election of the Officers

The election of the Officers shall be held at the first scheduled meeting of the new Board. Notwithstanding any other provision in this constitution the existing officers shall remain in their posts until the end of the first Board meeting.

6. Selection of the Executive Committee

Immediately following the election of the Officers, at the same meeting of the Board, the Board will select an Executive Committee consisting of the President, the Vice-Presidents, the Secretary/Treasurer and additional members of the Board as specified in the Bye-Laws.

ARTICLE VII – SPONSORED EVENTS

The financial obligation of the Society toward any sponsorship must be defined and approved by the Board.

ARTICLE VIII – MEMBERSHIP SUBSCRIPTIONS

The Board shall be empowered to set the annual dues of members of the Society as provided in the Bye-Laws. Any change in dues must be approved by two-thirds of the total Board membership.

ARTICLE IX – PUBLICATIONS AND SERVICES

The Society shall publish a Newsletter at least once a year. The Newsletter shall contain scientific and technical information of interest to the members and shall be used to keep the members informed of the activities of the Society, proposed amendments of the Constitution, enactment of new Bye-laws, and other actions and decisions of the Board. Other publications may also be established or sponsored by enactment of enabling Bye-Laws.

The Society shall provide such other services as the Board may establish through the enactment of enabling Bye-Laws.

ARTICLE X – BYE-LAWS

1. Designation of Bye-Laws

An action of the Board that establishes procedures or rules for meetings, finances, publications, relations with other bodies, or any other functions shall be termed a Bye-Law and shall be so designated at the time of adoption. In the event of an inconsistency between a Bye-Law and this Constitution, this Constitution shall prevail.

2. Establishment and Amendment of Bye-Laws

Any new Bye-Law or amendment to the Bye-Laws must be approved by two-thirds of the total Board membership before adoption. The adoption of the Bye-Law or amendment to the Bye-Laws shall be announced to members in the next Newsletter or by other means.

A proposal for a new Bye-Law or an amendment to the Bye-Laws may be introduced by one of the following methods:

  • (a) a recommendation to the attention of the Board by a member of the Board; or
  • (b) the receipt by the President of a petition signed by at least 10 members of the Society.

ARTICLE XI – PROCEDURE FOR AMENDMENTS TO THE CONSTITUTION

The Constitution shall only be amended or annulled by a vote of the membership by mail ballot as described in Article XII and in the Bye-Laws.

A proposal for a new Article or an amendment to an existing Article may be introduced by one of the following methods:

  • (a) a recommendation by the Board, which must be passed by a two-thirds majority of the Board; or
  • (b) the receipt by the President of a petition signed by at least fifty members of the Society or by five percent of the total number of members, of the Society whichever is the greater.

The text of the proposed amendment shall be published in the Society Newsletter for discussion before ballots are mailed. A copy of the proposed amendment shall be included with the ballot.

The adoption of the proposed amendment shall require the affirmative votes of at least two-thirds of the Society members voting.

ARTICLE XII – MAIL BALLOT PROCEDURE

The Secretary/Treasurer shall distribute the ballot and shall specify the address to which the ballots are to be sent and a deadline date not less than eight weeks later than the date of the distribution of the ballots. Ballots must be sent in a sealed envelope bearing the voter’s name, and received at the specified address not later than the specified deadline date. Every ordinary member shall have one vote. The counting of the ballots shall be entrusted to Tellers appointed by the President, and the results shall be announced in the Newsletter or by other means to the members.

ARTICLE XIII – LEGAL JURISDICTION AND LEGAL STATUS

This Constitution shall be interpreted according to English law, and the Society shall have the status in English law of an unincorporated association.

ARTICLE XIV – DISSOLUTION OF THE SOCIETY

A proposal for the dissolution of the Society shall be treated as a proposal to amend the Constitution. On dissolution, each member of the Board immediately before the proposal is made shall be liable for an equal share of such of the debts of the Society as cannot be met from the Society’s assets. In the event of there being a surplus on dissolution, such surplus shall not be distributed to the members of the Society, but shall be donated to an organisation selected by the Board, and which has similar objectives to the Society.

Bye-laws of the International Compumag Society

Updated: 22 December 2003

Note: Unless otherwise indicated, references to Articles within the Bye-laws refer to Articles of the Constitution.

ARTICLE I – THE ICS BOARD

1. Regions.

Board members are elected only by the Society members of their Region. Officers, including Regional Vice-Presidents and Regional Secretaries, are elected by all Board members. (Article VI-4)

Members are assigned to their country of residence. Countries are assigned to three Regions, (a) Asia and Oceania; (b) Europe and Africa; and (c) North, Central, and South America; on the basis of the text and maps of The World Almanac and Book of Facts.

A member’s interests or traditions may make another Region more appropriate than the one he or she would be assigned geographically. Such a member may petition the Secretary for a change to a different Region. The change must then be confirmed by the board by a simple majority.

2. Meetings of the Board.

If a quorum, as defined in the Constitution, is not present for a decision at a Board meeting, the Board members present may vote on proposed actions, but their decisions are not valid unless they are confirmed within thirty days by a majority of all Board members via mail, fax, or email. (Article IV-4)

A duly called Board meeting may be recessed and continued within one week at the same or nearby venue. For example, multiple meetings can be held during a COMPUMAG conference even though only one meeting was announced in advance. (Article IV-4)

3. Actions Requiring Two-thirds Approval.

According to the Constitution, changing the Society dues (Article VIII) or adding or amending a Bye-law (Article X-2) requires approval by two-thirds of the entire Board membership. This approval may be given by voice vote or written vote at a Board meeting, or by mail, fax, or email.

ARTICLE II – TENURE

The tenure of office for Officers shall consist of one term of three years. An Officer other than the Secretary/Treasurer may be elected to a second term, but afterwards is not eligible for the same office. A previous officer is eligible to serve in a different office. Article VI-3)

The Secretary/Treasurer may be re-elected to any number of terms. (Article VI-3)

The tenure of office for Board members shall consist of one term of six years. Terms should be staggered so that half the Board is to be elected at each election. Board members may be nominated for a second term, but after two terms, they may not serve another until at least two terms have passed. (Article VI-3)

As stated in the Constitution, prior to the first election, the twelve members of the Board who are to retire are chosen by agreement or by lot. Some members from each Region may choose to retire at that time. Also, the members from a Region may choose up to four to serve a further two years. The remainder who are to continue, if any, will be chosen by lot in a method decided by the Board members of the region. These procedures will be implemented by the Secretary of each Region after due consultation with the Board members of that Region. (Article VI-3)

The tenure of office for Executive Committee members shall be an unlimited number of terms of three years, consistent with their tenure as Officers or Board Members. (Article VI-3)

ARTICLE III – NOMINATIONS AND ELECTIONS

1. Nomination and Election of the Board.

The Board shall select a Nominating Committee as specified in Article VI.4. Every Nominating Committee shall consist of nine members, with equal number of members from each Region. All members of a Nominating Committee shall be Members of the Society and at least one-third shall be members of the Board. The chairman of the Nominating Committee shall be chosen from the Nominating committee by the members of the Nominating committee. Members of the Nominating committee are not eligible for nomination. An additional member could be appointed in each region as an alternate to cover the case if the Nominating Committee decides at the beginning of the process that one of their number should be candidate. The term of a Nominating Committee shall expire at the completion of the elections for which it provided nominations.Board members shall be elected by mail ballot, as defined by ART XII of the Constitution. The persons with the most votes will be declared the winners, up to the number of vacancies on the Board from that region. In the event of a tie, the Board shall decide the election. (Article XII)

2. Nomination and Election of Officers.

At the Board meeting in which the election is to be held, Officers shall be nominated by the Board members, with the election of each officer completed before the nominations for the next office. The President shall be elected first. The Secretary/Treasurer shall be elected next. Then the Regional Vice-Presidents and Regional Secretaries shall be elected from the nominated candidates. (See also Bye-law Article I-1.)In each case, the nominee receiving the majority of the votes cast will be declared the winner. If no one receives a majority, a run-off election will be held immediately between the two nominees receiving the most votes.

3. Nomination and Election of the Executive Committee.

Following the election of Officers, the new President shall propose the membership of the Executive Committee, in accord with Article VI-6. Members of the Board may then suggest additional names; the Board will vote on each such suggestion. The final list must then be approved by majority vote of the Board members voting. Additional members may be co-opted to executive committee at any board meeting subject to approval of the Board.

4. Resignations

In the event of the resignation of an officer or committee member the board shall elect a replacement at the first available board meeting.

In the event of resignation of a board member ART VI.4 applies.

ARTICLE IV – DUES AND FINANCES

Dues are to be paid on a yearly basis, at a date to be set by the Board. (Article VIII)

(1) Members

Individual dues shall be £22 per year

(2) Corporate Members

Corporate dues shall be £350 for up to 20 members and £700 for up to 50 members.

ARTICLE V – MEMBERSHIP

1. Membership List.

The names and addresses of all members shall be available to any member who requests it. At the discretion of the Board, the Secretary/Treasurer may distribute a list of names and addresses to all members by mail or through protected electronic means.

2. Delinquent Members.

Only a Member whose dues are current may take part in elections or serve as an Officer or on the Board. Delinquency in dues for more than a full year will result in loss of membership in the Society. Membership can be reinstated by payment of dues.

3. Other Classes of Membership.

The Board may define a Corporate Membership, and establish the dues, privileges and voting rights associated with Corporate Membership. The Board may also decide to honour the contribution made by an individual member of electromagnetic community. For this purpose the following special classes of membership are established: Honorary Member, Honorary Life Member, Honorary President.

ARTICLE VI – MEETINGS AND SPONSORED CONFERENCES

The Board of the International Compumag Society shall award and oversee the organisation of the Compumag Conference as explained in Article VII of the Bye-Laws. It may also serve as sponsor or co-sponsor of other conferences relevant to the aims and objectives of the Society. Sponsorship does not imply nor exclude financial support.

ARTICLE VII – THE ORGANISATION OF THE COMPUMAG CONFERENCE

The Compumag conference shall take place every two years in odd numbered years. It is the intention that the conference will rotate around the three main regions defined by Article III of the Constitution. No region should hold the conference on two successive occasions.

Bids will be invited in March four years in advance of the conference for which the bid is being made. An invitation to bid will be published in the Newsletter and on the Website. Bids shall be submitted to the Secretary one month before the meeting of the ICS Board at the conference taking place in the year in which the bids are invited. Prior to the submission of the bid, prepared in accordance with the guidelines, an intention to submit should be communicated to the Secretary about three months before the Board meeting.

The bid shall be made by an individual on behalf of a research group active in an area of interest to the Compumag Community. The chairman of the conference must be a member of the Society. The venue will be suggested by the applicants and will not necessarily be their home city. Applicants will be invited to make a presentation of their bid at the meeting of the Board at the conference taking place in the year in which the bids are invited. The bids and presentations shall follow the process defined in separate guidelines which will be published in the Newsletter and on the Website.

The final decision about the award of the organisation of the Compumag conference will be made, if possible, at the meeting of the Board and announced to the community at the earliest opportunity following the meeting.

The financial responsibility for the conference shall reside solely with the local organising committee. All decisions of the local organising committee relating to the organisation and financing of the conference shall be agreed by the ICS Board.

An Editorial Board shall be created for each conference and will be independent of the local organising committee. After consultation with the conference chairman, the ICS Board will appoint the Chairman of the Editorial Board who will have the responsibility for implementing the ICS Board’s policy on reviewing and accepting the papers and publication of the extended versions of the papers. The structure and operation of the Editorial Board is described in a separate set of guidelines.

ARTICLE VIII – THE NEWSLETTER

Each member of the Society who has paid dues in full shall receive the Newsletter free of charge. The editor of the Newsletter shall be appointed by the Board.

ARTICLE VIII – RELATIONS WITH COMMERCIAL COMPANIES

The Society may accept donations of effort, money, or other gifts from commercial companies, providing accepting such donations may not be seen as endorsing one company or product over another. The Society shall not engage in activities sponsored by on commercial company that exclude the participation of other commercial companies.

The Officers and Board of the Society, when acting as such, shall do nothing that may be interpreted as the endorsement of one commercial company over another, or the endorsement of the products of one commercial company over those of another.

An Officer or Board Member may not use for commercial gain any information about the Society that is not available to all Society members. Names and addresses are available to all members. See Byelaw Article V1.