BYLAWS OF THE
AMERICAN SOCIETY OF NAVAL ENGINEERS
Effective Date: 1 July 2019
The name of the corporation is the American Society of Naval Engineers, Incorporated (the “Society”). It is a non-profit organization incorporated under the laws of the District of Columbia and licensed to conduct business in the Commonwealth of Virginia.
NAVAL ENGINEERING includes related arts, sciences and use of technology in the design, systems integration, interoperability, construction, operation, maintenance, logistics support, inactivationand disposal of:
- Warfare systems including command and control, electronics, and ordnance systems,
- Aviation and space systems,
- Surface and sub-surface ships, marine craft, and maritime auxiliaries,
- Ocean structures and associated shore facilities that are used by the naval or other military forces and civilian maritime organizations for the defense and well being of the nation.
Naval engineering combines traditional naval architecture and marine engineering with other engineering disciplines such as:
- C4ISR (Command, Control, Communications, Computers, Intelligence, Surveillance & Reconnaissance)
- Environmental Engineering
- Modeling and Simulation
- Total Systems Engineering (including the use of commercial components)
- Total Ownership Costs
- Information Technology
The purposes of the Society are:
• to advance the knowledge and practice of naval engineering in public and private applications and operations
• to enhance the professionalism and well-being of members, and
• to promote naval engineering as a career field.
To achieve its purpose, the functions of the Society shall include
• providing a multidisciplinary forum for the exchange of scientific, technical and operational knowledge,
• holding technical meetings at national and local levels,
• publishing a journal of naval engineering and other publications, documenting and promulgating current progress and the history of naval engineering,
• promoting the exchange of information with industry and the government and among engineers, engineering groups and societies,
• enhancing professional development of engineers,
• honoring outstanding contributors and making awards for significant achievements in the field of naval engineering,
• promoting membership growth for the society, and,
• acquiring, holding, selling, assigning, transferring, leasing, pledging, mortgaging or otherwise dealing in and disposing of property, both real and personal, within or without the State (commonwealth) of Virginia, always provided that such action is to further directly or indirectly the purposes for which this Society is organized; and provided further, that any action taken under these Bylaws shall be approved by the Council and duly noted in the minutes of a meeting thereof.
Section 1. General
The Society shall be composed of Members, Student Members, Honorary Members, Life Members, and Members Emeritus as otherwise provided for in these Bylaws. Memberships are as otherwise provided for in these Bylaws. Memberships are based on personal qualifications and are non-transferable.
Section 2. Members
a. Those persons in the following categories shall be eligible as Members:
(1) Active or retired commissioned and warrant officers (regular and reserve) of the United States Navy, Coast Guard, National Oceanic and Atmospheric Administration, Marine Corps, Army, Air Force and other organizational entities of the United States engaged in naval engineering.
(2) Other persons actively engaged in or retired from the practice of naval engineering or teaching within one of the broad aspects of naval engineering, or in a supporting field to naval engineering, such as business development, marketing, shipbuilding tradespeople, etc
b. Persons eligible as Members may be admitted upon application and payment of annual dues as prescribed by the Bylaws provided the application is recommended by a minimum of one Member and provided the application is approved by the Membership Committee in accordance with policy approved by the Council.
c. The Council may authorize award of free membership for a period not to exceed five years for winners of ASNE Awards including student awards and the Society’s national awards.
d. Members are eligible to vote and hold elective offices.
Section 3. Student Members
a. A person in full time attendance as a student studying a curriculum related to naval engineering for a bachelor's or higher degree is eligible as a Student Member until the end of the Society's fiscal year in which the student graduates or is separated from the school.
b. Under rules approved by the Council, a person in part time attendance studying a curriculum related to naval engineering for the bachelor's or higher degree is eligible as a Student Member, provided that person is enrolled as a degree candidate by an academic institution with authority to grant degrees, until the end of the Society's fiscal year in which the student completes the degree requirements or is separated from the degree program.
c. Persons eligible as Student Members may be admitted upon application and payment of annual dues as prescribed by the Bylaws provided the application is approved by the Membership Committee. Additionally, the Council may authorize eligible persons to be admitted as Student Members as part of a Joint Student Membership Program established by formal agreement with other appropriate entities.
d. Student members shall be entitled to the same privileges as Members except voting and holding elective office. Students may vote only for elected positions in a student section and for an elected student member of the Council. Students may hold elective positions only in student sections and as an elected student member of the Council.
e. The transition from Student Member to Member shall be automatic upon graduation unless, prior to the transition date, the student submits either justification for a change to Member status or a request to terminate membership.
Section 4. Honorary Members
a. The Council may offer an honorary membership to such other persons as it may deem appropriate, with due regard for ethics rules, duration, regulations, or policies that may apply.
b. Honorary Members are exempt from paying dues and do not have voting privileges.
c. A 2/3rd majority vote of Council is required.
Section 5. Life Members
a. The Saunders, Gold Medal and Frank G. Law Award winners and all past Presidents of the Society shall become Life Members and are exempt from paying dues.
b. Any Member who completes 50 years of membership shall automatically become a Life Member and will be exempt from paying dues.
c. The Council may award honorary Life Membership to specific individuals as a means of special recognition.
Section 6. Members Emeritus
Any Member, after 25 years of membership and having reached the age of 62, may, upon written request, be made a Member Emeritus. Such members shall retain all of the privileges of membership.
The annual dues for all classificationsof membership shall be determined and specified by the Council. Dues are payable at the time of application for membership and annually thereafter in accordance with procedures approved by the Council.
Where two or more members reside at the same home address, they may request a single set of mailings at special dues rate established by policy of the Council.
Any Member, whose dues are unpaid 90 days beyond their anniversary date, shall be put on delinquent status and mailings suspended until payment is received. If after an additional 90 days dues have not been paid, membership shall be terminated. All terminated members will receive a letter from the Executive Director and Secretary-Treasurer inviting them to reinstate their membership under policy approved by the Council.
The officers of the Society shall be a President, three Vice-Presidents and an Executive Director and Secretary-Treasurer. The officers of the Society shall be Members of the Society. The President and Vice-Presidents shall be elected officers and the Executive Director and Secretary-Treasurer shall be appointed by the Council under such terms as the Council shall decide.
To the extent practical, the three Vice-Presidents shall represent a balance among the military sector, public sector civilians, the civil sector and academia with no more than two serving Vice Presidents having spent the predominant portion of their careers in the same sector.
The President shall be elected biennially by the Society and assume office on the first day of the Society's fiscal year following his election. One Vice-President shall be elected each year by the Society, for a three-year term of office starting on the first day of the Society's fiscal year following his election.
The Council may appoint a member of the Society as Assistant Secretary-Treasurer who will be an officer of the Society only when acting for the Executive Director and Secretary-Treasurer as authorized by Article IX, Section 5. This appointment is for a stated term which will not extend more than 60 days beyond the term of the incumbent Executive Director and Secretary-Treasurer, unless extended by action of the Council.
The Council shall consist of five officers (the President, the three Vice-Presidents, and the Executive Director and Secretary-Treasurer of the Society); plus twenty Council members, to include an elected representative from each active Section as defined in the Sections manual. Additionally, the Council may authorize the election of a student member of Council.
Members of the Council, except the three Vice-Presidents and the Executive Director and Secretary-Treasurer, shall be elected for a term of two years, about one-half being elected each year. These members of the Council shall assume office on the first day of the Society's fiscal year. If election of a student member of the Council has been authorized, the student member shall be elected by the student members of the Society for a term of office defined by the Council, not to exceed two years. The student member shall be entitled to participate with voting privileges in all matters before the Council. Each active section shall be represented on Council by their elected Section chair. Should the Section Chair be unwilling or unable to assume his seat on Council, the Section may elect from amongst its membership one member to serve on Council. Such an election shall be conducted following procedures defined by the Section’s Manual.
Chairmen of Standing Committees who are not Council members shall serve as ex officio non-voting members of the Council, but they shall not be included in establishing a quorum.
In the case of a Council member's inability to perform the duties required, the Council shall declare the office vacant. Sole authority to decide upon questions of inability to perform rests with the Council.
If the position of an elected member of the Council is vacated, the Council, at the next regularly scheduled Council meeting, or at the call of the President or acting President, will appoint a replacement to serve for the balance of the term.
All past Presidents of the Society shall be entitled to participate in all meetings of the Council, but shall not be included to establish a quorum. The four most recent past Presidents shall be entitled to voting privileges in all matters considered by the Council. In the instance any of the four most recent past Presidents are not active, Council may re-assign voting privileges to another more active past President.
ARTICLE IX—DUTIES OF OFFICERS
The Council shall be responsible for directing and managing the operations and affairs of the Society.
The President shall be the principal executive officer of the Society. He shall preside over all meetings of the Society and of the Council. He may make or sign contracts on behalf of the Society, with the advice and consent of the Council, or he may delegate such duty to the Executive Director and Secretary-Treasurer. He shall be a member ex officio of all committees. He shall exercise the usual duties of the Office.
a. In the temporary absence or unavailabilityof the President, the available Vice-President having the longest tenure in that Office shall assume the duties of the President.
b. The President may assign specific duties to each of the Vice-Presidents.
The Executive Director and Secretary-Treasurer shall act as recorder of the Council and shall conduct the correspondence of the Society and its financial transactions. Significant correspondence generated by Committees or Sections of the Society shall be coordinated with the Executive Director and Secretary-Treasurer. He shall be responsible for publication of the Naval Engineers Journal. The Executive Director and Secretary-Treasurer shall manage the funds of the Society, including revenues generated by the Sections, in accordance with a program and within an annual budget approved by the Council. Within bounds of the approved program and budget he shall have the authority to maintain a staff and to contract for such services as are required to support the operations of the Society. He shall submit an annual financial statement which will be audited by the Audit Committee. He shall provide an annual financial report to the membership and submit such other financial reports as may be required by the Council. He shall maintain a record of property belonging to the Society, both real and personal; and shall bring to the Council for action any changes of such property for which Article IV requires Council approval. He will receive such salary as the Council may provide. He shall be bonded.
The Assistant Secretary-Treasurer, in addition to other duties, shall perform the duties of the Executive Director and Secretary-Treasurer during the absence of the latter under procedures approved by the Council. The incumbent will receive such salary as the Council may determineand shall be bonded.
The student member of the Council is responsible for maintaining a dialog with the student members of the Society and representing them at meetings of the Council. Proxy votes shall not be permitted.
The Council has authority to establish such other rules and regulations as may be necessary for the government of the Society and for the conduct of its affairs, provided that such rules and regulations do not conflict with the provisions of these Bylaws.
The Council may authorize the formation of Sections in accordance with these Bylaws. The Council may approve or direct the dissolution of Sections as provided in the Bylaws.
The Council shall meet at the call of the President or a majority of the Council. Ten Members shall constitute a quorum for transacting business. Members who are unable to attend in person may participate remotely by telephone or other electronic means and be considered present in person provided the method used enables them to listen to and participate contemporaneously in the discussion. A majority vote shall decide an action provided a quorum is present.
The Society will conduct an annual technical meeting to promote the objectives of the Society. The Council may vote to omit this technical meeting should unusual circumstances exist. The Society may also conduct, sponsor, or support such other meetings as the Council shall determine to be feasible, and congruent with the purposes of the Society.
The Society will meet annually for the purpose of receiving annual reports of the State of the Society from the officers and committee chairmen, receiving reports from section representatives and conducting any other Society business.
Section 1. General
a. There are three types of committees:
Standing, which are those necessary for the operation of the Society itself;
Continuing, which are those that focus on matters of long term interest to the Society, but that may be established or disestablished from time to time; and,
Ad hoc, which are focused on a single topic and are of relatively short duration.
b. The Standing Committees are:
Ways and Means.
c. Continuing Committees may be established and disestablished by action of the Council. The Council will publish such actions and why the committee is being established or disestablished to the membership.
d. The purposes and chairmanship of all Standing and Continuing Committees will be published regularly to the membership.
e. Ad hoc Committees may be established by the President as he deems necessary to carry out the affairs of the Society. The President shall notify the Council that he plans to or has taken such an action.
f. Appointment of Committees: Committee chairs and committee members shall be appointed in accordance with policy established by the Council. Committee chairs shall be members of the Society in good standing. Council authority may not be delegated to a committee unless all of the members of the committee are current members of the Council.
g. Joint Committees: If consistent with the purposes and objectives of the Society, the Council may approve the establishment or disestablishment of Committees that are sponsored jointly by the Society and other entities. The establishment, purposes and chairmanship of such committees shall be announced to the membership.
Section 2. Standing Committees
a. Audit Committee. The Audit Committee shall advise the Council on the accuracy of annual financial statements submitted by the Treasurer (Executive Director) and critically review the financial operations and procedures of the Society. The Committee shall make appropriate recommendations to the Council, including the nature and frequency of financial reports that should be required by the Council. On a periodic basis, an independent auditing company will be engaged to conduct the audit, in which case the Audit Committee will review with the company the scope of the annual audit, the results of the audit and the adequacy of ASNE’s internal accounting and control systems. The periodicity of independent audits will be established by policy of the Council.The Committee shall consist of a Chairman and at least two other members.
b. Membership Committee. The Membership Committee is responsible for establishing and executing programs to attract new members, overseeing the review of membership applications, promoting the interests of the Society's members, and advising the Council on matters pertaining to membership. The Committee will consist of a Chairman, the Chairman of the Membership Committee of each Section, and at least two other members.
c. Nominating Committee.
(1) The Nominating Committee is responsible to present to the Council for its consideration, at a date designated by Council, at least two nominations, to the extent feasible and practical, for each office to be filled. In the case of nomination for President, the Council may agree to nominate only one candidate if so recommended by the Nominating Committee. Any member may submit nominations in writing to the President. To the extent practical, the Nominating Committee will consider these nominations in preparing its proposed slate. In every case, the consent of a nominee to accept office if elected must be obtained.
(2) The Nominating Committee shall be appointed annually by the President and shall consist of at least ten members, one of whom shall be a Past President who shall serve as Chairman and should include members from at least three different Sections. The membership of the Nominating Committee should represent the broad interests of the Society as described in Article II. The President shall not be a member of the Nominating Committee. No more than three members may be reappointed for a second consecutive one-year term, nor shall the same Chairman serve as such in consecutive years.
d. Sections Committee. The Sections Committee is responsible for developing and maintaining communication between the Council and the Sections, and assisting in establishment and guidance of Sections and Chapters within themas described in Article XIII. The Committee, with the advice and approval of the Council is responsible for the revision of the Sections Manual. The committee will consist of a Chairman, and at least four other members. Section Chairmen are ex officio Committee members. Sections representatives (one per Section) are full voting members of the Committee.
e. Ways and Means Committee. The Ways and Means Committee is responsible for recommending programs to maintain and improve the general financial well-being of the Society, including increasing revenues, effectively utilizing Society's funds, and reviewing the Society's investment program. The Committee shall submit to the Council, no later than four months before the start of the fiscal year, a proposed annual budget for the Society. The Committee shall consist of a Chairman and at least four other members.
Promptly following the Council meeting held no later than the eighthmonth of the Society's fiscal year, the Executive Director and Secretary-Treasurer shall conduct the election in accordance with procedures approved by Council. Voting may be conducted by paper ballot or by electronic means, but procedures shall ensure that each member eligible to vote is presented withthe name of each candidate as approved by the Council, and the office to which they were nominated. The polls shall be closed at the close of business onthe tenth day of the tenth month of the Society's fiscal year. Proxy votes are not permitted. Election of a student member of the Council may be conducted separately at a time and in accordance with procedures established by the Council. Only student members of the Society as defined in Article V shall be eligible to vote for the student member of the Council.
Within five workingdays after the close of balloting, an ad hoc committee appointed by the President shall open and count the ballots. The results of this count shall be presented to the next meeting of the Council. In case of a tie, the President shall cast the deciding vote. The results shall be announced to the Council at their next meeting and shall be published to the membership.
Section 1. Policy
The Society encourages the formation of Sections, Chapters and Student Sections, and has as its policy the stimulation of their professional growth under the authority and direction of the Council.
Section 2. Petition for Charters
Petitions for charters for Sections, Chapters and Student Sections shall be made in the manner prescribed by the Council and promulgated in the Society's Sections Manual or other appropriate document.
Section 3. Section Requirements
A minimum of twenty Membersin good standing shall be required for a section prior to the granting of a charter by the Society. The Council shall approve the issue or revocationof all Section charters on behalf of the Society.
Section 4. Student Section Requirements
A minimum of two Members in good standing, in conjunction with a minimum of eighteen students who are Student Members in good standing or who have signified intent to become Student Members if a Student Section is chartered, shall be required for a Student Section prior to the granting of a charter by the Society. The Council shall approve the issue of all Student Section charters on behalf of the Society.
Section 5. Section Administration
The Sections Manual described in Article XI, under the cognizance of the Sections Committee, shall be approved by the Council and shall include standards, procedures, and guidance for the formation, operation and dissolutionof Sections, including Student Sections, in consonance with the Bylaws, policies and objectives of the Society. The Sections shall be subject to the authority of the Council and shall operate in accordance with the Sections Manual unless specific exceptions are approved in writing by the Council.
Section 6. Society Assistance
The Society will assist Sections and Student Sections financially in accordance with policies established by the Council, and will encourage active participation of section and student section representatives in the activities of the Society.
Should any unexpended funds result from operations of the Society, such funds shall not be used for the benefit of or inure toany member but shall be held solelyfor purposes of the Society.
The fiscal year of the Society shall run from 1 July to 30 June of the following calendar year.
All financial resources of the Society, including those executed by Sections, are subject to the control of the Executive Director and Secretary-Treasurer.
Contributions and bequests of cash, real property and personal property may be acquired by the Society by gift, deed, bequest or legacy provided they are deemed by the Council to be consistent with the objectives of the Society as stated in Article III. Such contributions and bequests will be accepted under procedures established by the Council.
Contributions and bequests will be administered as part of the general funds by the Executive Director and Secretary-Treasurer except as specified in Section 6.
Contributions and bequests given to the Societyfor specific purpose shall be used solely for that purpose.
Any member of the Society may propose an amendment to these Bylaws. Such proposals shall be submitted in writing to the Executive Director and Secretary-Treasurer together with rationale for the change. The Council may accept or reject such proposals. Upon acceptance by the Council, proposals to amend the Bylaws must be submitted to all voting members of the Society for a vote in accordance with procedures approved by Council. Voting may be conducted by paper ballot or by electronic means, but procedures shall ensure that each member eligible to vote is presented with the current Bylaws language and the specific proposed change as approved by the Council in sufficient time to allow at least 45 days for their vote thereon. Acceptance or rejections shall be determined by simple majority of those voting provided a quorum has been attained in accordance with procedures approved by Council.
Any officer, Council Member, committee member, volunteer worker or employee of the Society who is made a party to any action or proceeding by reason of the fact that such a person is an officer, Council Member, committee member, volunteer worker or employee of the Society shall be indemnified by the Society against any liability for acts which are within their official duties or within the scope of employment of any employee.
This indemnification is limited to the stated provisions of this Article and creates no protection which is contrary to law. The indemnification created by this Article is specifically limited to acts performed for the benefit of the Society and creates no protection for individuals outside of their work for the Society.
The Bylaws provide the foundational governance for the Society. The Council may enact Policies which detail the manner in which the Bylaws are to be executed, or serve to formalize the business processes of the Society.