The International Institute of Acoustics and Vibration

IIAV

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Article I - NAME

Section 1. The name of this society is the International Institute of Acoustics and Vibration, hereinafter referred to as the Institute.

Section 2. The use of the name of the Institute for sponsorship or co-sponsorship of seminars, workshops, congresses, conferences, or the endorsement of similar meetings shall be restricted to such meetings which have been endorsed by the Executive Committee of the Institute.

Section 3. The use of the name of the Institute by individual members shall be restricted to the President, Executive Director, Officers, or other individuals who have been authorized by the President or Executive Director to undertake an action or perform some task in the name of the Institute.

Article II - PURPOSE

Section 1. The purpose of the Institute is to advance the sciences of Acoustics and Vibration.

Section 2. The Institute shall create and sustain an international scientific society that is responsive to the needs of scientists and engineers in all countries whose primary interests are in the fields of acoustics and vibration.

Section 3. The Institute shall cooperate with scientific societies in all countries with the aim of increasing information exchange in acoustics and vibration, fostering the well- being of scientists and engineers interested in acoustics and vibration, and reducing any unnecessary duplication of effort.

Section 4. The Institute shall provide mechanisms and channels of communication to increase the flow of information on acoustics and vibration to Institute members through sponsoring, co-sponsoring or supporting seminars, workshops, congresses or conferences, through publishing or supporting journals or other publications and encouraging other activities for the general good of scientists and engineers in all countries.

Section 5. The International Institute of Acoustics and Vibration is a non-profit membership organization and it shall not engage in any activity which would be inconsistent with the status of an educational and charitable organization as defined in Section 501 (c) (3) of the Internal Revenue Code of 1954 or any successor provision thereto.


ARTICLE III - MEMBERSHIP

Section 1. The Institute shall be comprised of those members in good standing as of the adoption of these Bylaws and of those members hereafter enrolled or elected in accordance with Article III of these Bylaws.

Section 2. There are two types of membership in the Institute: the individual membership and the collective membership. The individual memberships are classified in: Member, Associate Member, Student Member, Senior Member, Emeritus Member, Life Member, Fellow, Distinguished Fellow, and Honorary Fellow. The collective memberships include Sustaining Member, and Affiliate Member and are open to companies, societies, associations and institutes. All memberships entitle a member to receive the publications of the Institute and to attend Institute meetings with a special fee. Only some categories of individual members are eligible to vote at Institute meetings and to be eligible to hold elected office. The individual members eligible to vote at Institute meetings are: Members, Senior Members, Emeritus Members, Life Members, Distinguished Fellows, Fellows and the Honorary Fellows. The individual members eligible to hold elected office are: Members, Senior Members, Emeritus Members, Life Members, Distinguished Fellows, Fellows, and Honorary Fellows.

Section 3. Individual Membership.

Section 3.1 Membership is open to all those individuals who have at least a baccalaureate degree or its equivalent from an accredited institution and who are employed or have been employed in an activity related to acoustics and/or vibration. The Executive Director and Membership Committee shall approve applications for Members after adoption of these Bylaws and after the first election of the Institute.

Section 3.2. Associate Membership is open to all persons who wish to support and promote the activities of the Institute, but who do not meet the criteria of Section 3.1. The applications of Associates Members shall be approved by the Executive Director.

Section 3.3. Student Membership is open to any student, for a period of up to four years, who is currently registered as a student and not in full-time employment and whose application is certified by a faculty member. Student membership can be extended for an additional period upon request. Student applications shall be approved by the Executive Director.

Section 3.4. Senior Members are those who wish to pay their dues for a period of five years at a fixed sum set from time to time with the approval of the Membership Committee, the Executive Director and the Executive Committee. Senior members shall be listed prominently on the IIAV website as long as they remain in good standing and their dues are currently maintained.

Section 3.5. Emeritus Membership rank is open to all persons who have held continuous membership for at least ten years and who have retired or who have terminated active employment. The dues are 50% less than those for a regular Member. Emeritus Membership shall be approved by the Executive Director.

Section 3.6. Life Membership is granted to those individuals who have paid their dues for life in a fixed sum which is set from time to time with the approval of the Membership Committee, the Executive Director and the Executive Committee.

Section 3.7. Fellows are those individual members who have achieved prominence in acoustics and/or vibration. Nominations for Fellows will be reviewed by members of the Membership Committee and those elected will follow the recommendation of the Committee and approval by the Board of Directors. Fellows shall be listed prominently on the IIAV website as long as they remain in good standing and their dues are currently maintained.

Section 3.8. Distinguished Fellows will be awarded to those individuals who have distinguished careers in acoustics and/or vibration. Those candidates may or may not have been previous members of the Institute upon nomination. The nominations for Distinguished Fellow individuals will be received by the Membership Committee and will be elected after the recommendation of the Committee and approval by the Board of Directors. Distinguished fellows shall be listed prominently on the IIAV website as long as they remain in good standing and their dues are currently maintained.

Section 3.9. Honorary Fellow Membership may be conferred upon individuals of distinction. This position is permanent and no dues are required. Honorary Fellows may or may not have been previous members of the Institute. Normally not more than one Honorary Fellow will be elected each year. Nominations for Honorary Fellows will be received by the Honors and Awards Committee. Recommendations for Honorary Fellows must be approved by the Executive Committee and by a majority vote of the Board of Directors.

Section 4. Collective Membership.

Section 4.1. Sustaining Membership is open to companies and institutes who pay an annual fee. There are four different categories. The annual dues for each sustaining member category is set from time to time with the approval of the Membership Committee, the Executive Director and the Executive Committee. The benefits of each category of sustaining membership is described in the Manual of Operations.

Section 4.2. Affiliate Membership is open to scientific or engineering societies, associations and/or institutes who wish to cooperate with the International Institute of Acoustics and Vibration.

Section 5. The membership year shall be twelve months from the 1 January of each calendar year.

Section 6. The membership of any member may be terminated by (a) the submission of resignation in writing to the Executive Director, (b) failure to pay annual dues within four months of 1 January and after one or more written reminders, and (c) after submission of a complaint and after a review and recommendation by the Membership Committee, approval of the Executive Committee and a majority vote of the Board of Directors.

ARTICLE IV - DUES

Section 1. The annual membership dues shall be determined by the Board of Directors after considering the recommendation of the Treasurer, Executive Director and the Executive Committee. The dues for Students and Emeritus members will be set at a lower rate. Honorary Fellows and Life Members will normally be exempt from annual dues. Dues from members in some geographical regions may be adjusted by the Board of Directors.

Section 2. In any year, members who fail to pay their dues within four months after 1 January are liable for removal from the membership rolls provided one or more written reminders have been sent. Membership may be reinstated upon payment of the annual dues for the current membership year.


ARTICLE V - USE OF INCOME AND ASSETS

Section 1. No part of the dues or net earnings of the Institute shall inure to the benefit of any member, sponsor, donor, officer, private individual or to the benefit of any corporation or organization; provided, this shall not prevent payment of reasonable compensation for services actually rendered to or for the Institute in effecting its purposes. Conferences, congresses, short courses, seminars, meetings and publications which are sponsored or cosponsored by the Institute, but whose budgets are separate from that of the Institute and for which the Institute bears no financial risk or obligation are not bound by this provision, even if members of the Institute are involved and active in their organization.

Section 2. The International Institute of Acoustics and Vibration shall not divert any part of its income or corpus to any member, sponsor, donor, officer or employees by lending any part of its income or corpus without the receipt of adequate security and a reasonable rate of interest; by paying any compensation in excess of reasonable allowance for salaries, or other compensation for personal services actually rendered; by making any purchase of security or other property for more than adequate consideration for money or moneys worth; by selling any substantial part of its securities or other property for less than adequate consideration for money or moneys worth; or by engaging in any other transactions which either directly or indirectly results in such diversion of its income or corpus. The Institute shall not make any accumulation of its income unreasonable in amount or duration, or use any income for purposes other than the objects herein before set forth or invest income in any manner as to jeopardize its objectives.

Section 3. Upon dissolution or liquidation, all assets of the International Institute of Acoustics and Vibration shall be distributed to one or more organizations which qualify under Section 501(c)(3) of the Internal Revenue Code of 1954 or any successor provision thereto (as the members may select by vote).

ARTICLE VI - OFFICERS

Section 1. The Officers of the Institute shall be the President, the President-Elect, the Immediate Past President, the Vice President for Professional Relations, the Vice President for Communications, the Secretary, and the Treasurer. They shall hold office for their res-pective terms or until their successors are determined.

Section 2. The President shall hold office for two years. The duties of the President shall be (a) to preside over all meetings of the Institute and of the Executive Committee; (b) to chair meetings of the Board of Directors; (c) to serve on all standing and special committees of the Institute as an ex-officio or non-voting member; and (d) to assume all functions usually associated with the Office of President during his or her term of office. In the case of the Presidents resignation or inability to serve, the Vice President who is senior in years of office as Vice-President shall serve as President until the next election of the Institute.

Section 3. The President-Elect shall hold office for two years. The duties of the President-Elect shall be (a) to serve as a member of the Board of Directors and the Executive Committee and (b) to assume such duties and responsibilities as assigned by the President for the two years prior to assuming the office of President.

Section 4. The Immediate Past President shall hold office for two years. The duties of the Immediate Past President shall be (a) to serve as chairperson of the Nominations and Elections Committee, (b) to serve on the Board of Directors and the Executive Committee as an ex-officio or non-voting member; and (c) to assume such duties as assigned by the President.

Section 5. The Vice President for Professional Relations shall hold office for four years. The duties of the Vice President for Professional Relations shall be (a) to serve as a member of the Board of Directors and the Executive Committee, (b) to work closely with the Chairperson of the Membership Committee, (c) to serve as liaison between the Institute and professional societies throughout the world whose principal interest is in Acoustics and Vibration, and (d) to assume such duties and responsibili-ties as assigned by the President.

Section 6. The Vice President for Communications shall hold office for four years. The duties of the Vice President for Communications shall be (a) to serve as a member of the Board of Directors and the Executive Committee, (b) to promote and to facilitate the development of communications growth in the areas of conferences, workshops, seminars, continuing education for members and career/ placement services, and (c) to foster the development of communications in the form of publications such as journals, books, both in written and electronic forms, (d) to facilitate networking between members, and (e) to assume such duties and responsibilities as assigned by the President.

Section 7. The Secretary shall be appointed by the Institute. The duties of the Secretary shall be (a) to serve as a member of the Board of Directors and the Executive Committee, (b) to be responsible for the minutes of meetings of the Board of Directors and of the Executive Committee and of the annual meetings of the Institute, and (c) to assume such duties and responsibilities as assigned by the President.

Section 8. The Treasurer shall be appointed by the Institute. The duties of the Treasurer shall be (a) to serve as a member of the Executive Committee, (b) to work closely with the Executive Director and to prepare and submit an annual budget to the Executive Committee and Board of Directors for approval at an annual Institute meeting, (c) to prepare a compre-hensive Institute financial report for presentation to the membership at the annual meeting and in published form, (d) to present to the Execu-tive Committee information and recommendations concerning the financial affairs of the Institute, and (e) to serve as a member of the Board of Directors during his or her term of office.


ARTICLE VII - DIRECTORS

Section 1. There shall be 20 Directors of the Institute. Five new directors shall be elected at each election. They shall hold office for four years. Their duties are a) to approve actions of the President, Vice Presidents, Treasurer, Executive Director, Membership Committee, other committees as required by these by-laws and b) to take necessary decisions for the well being of the Institute and c) to undertake other duties as required by the President and as described in Section XII, Section 4.

ARTICLE VIII - REGIONAL SECTIONS AND SECTION DIRECTORS

Section 1. Regional Sections of members may be created in order to coordinate and facilitate the activities of the Institute and to provide assistance to members in different regions of the world. The Section members will work closely with professional societies based in the regions. Additional Sections may be created by the Institute as it deems appropriate.

Section 2. There shall be a Section Director for each regional Section. Recommendations for Section Directors shall be made by the Executive Director. These recommendations should be approved by the Executive Committee after adoption of these Bylaws. The Section Directors shall normally hold office for four years. The duties of the Section Director shall be (a) to serve as a member of the Executive Committee and to represent the interests of that Section to the Executive Committee and to the Board of Directors, (b) to work closely with the Vice President for Professional Relations and the Vice President for Communications in the development of communications, conferences, publications, networking, and other programs of importance to that regional segment of membership, (c) to assist with communications with scientific societies based in the respective world region, and (d) to assist the membership committee of the Institute as appropriate.


ARTICLE IX - COOPERATING SCIENTIFIC SOCIETIES

Section 1. The Institute recognizes that many scientific societies with interests in Acoustics and/or Vibration exist in different countries. The Institute will cooperate with these scientific societies for the good of scientists and engineers throughout the world. To that end, existing scientific societies will be encouraged to cooperate with the Institute and to become affiliated as Cooperating Member Societies. Invitations to become affiliated with the Institute will be extended to such scientific societies at the recommendation of the Executive Director with the approval of the President.

Section 2. The Cooperating Member Societies should be non-profit organizations composed of individual due paying members.

Section 3. Representatives of the Cooperating Member Societies will be invited to attend the annual meetings of the Institute and from time to time to attend Board of Directors meetings or Meetings of the Executive Committee as is deemed useful by the President, the Executive Director or the Vice Presidents.

ARTICLE X - ELECTIONS

Section 1. The Officers and Directors shall be elected by mail ballot. The President-Elect shall be elected every two years to serve two years in that capacity and then to succeed to the Presidency for two years. The Vice President for Communications shall be elected in the election two years following. Each Fellow, Member and Emeritus Member is entitled to vote for all Officers and Directors in each election. The first election of the Institute shall be conducted after the total membership of the Institute exceeds 100 members.

Section 2. For each election year the Nominations and Elections Committee shall invite Institute members by mail to send names of potential nominees for the offices to be filled the following year. The names must be filed with the Nominations and Elections Committee Chairperson by November 1 of the year before the election. The Nominations and Elections Committee shall prepare a slate of candidates for the offices to be filled from the names submitted through the mail by members and from those names added by the Nominations and Elections Committee. The Nominations and Elections Committee shall provide members an opportunity to nominate candidates for each office to be filled. Each candidate must give consent to serve before that person can be nominated and must have dues paid in full at the time of the election. Officers and Directors who have completed their stated terms of office shall not succeed themselves. They shall be eligible for election to any other office whose term begins after their current stated terms of office.

Section 3. Elections shall normally be conducted by mail ballot. The ballots shall be distributed to all voting members at least thirty days before the annual meeting of the Institute. Ballots shall list the nominees for each office to be filled. The President shall appoint a committee to act as tellers. Ballots shall normally be returned in sealed envelopes. Only ballots returned to the Secretariat Office by the stipulated deadline shall be validated.

Section 4. The tellers shall file the results of the balloting with the Secretary and report to the President who shall declare who is elected. A plurality shall elect. In case of a tie, a vote of the President and Vice Presidents shall break the tie. The names of those elected shall be published in the next issue of the publications of the Institute.

Section 5. The term of all elected Officers and Directors shall begin at the adjournment of the annual meeting.

Section 6. In the event that any elected Officer, other than the President, because of death or resignation vacates the office, the President shall designate a replacement to serve for the remainder of the unexpired term.

Section 7. In the event of personal/professional circumstances, the Executive Committee will provide both written documentation of the inability to perform as outlined in the IIA&V Manual of Operations to the member in question, and provide said member the opportunity to respond to the documentation before any procedure for removing said member is initiated. The Executive Committee shall ensure that this statement be included in the IIA&V Manual of Operations so that it is the procedure by which Article X, Section 7, in the Bylaws is implemented.

Section 8. In the event that any Director, because of death, resignation or illness vacates the office, the Executive Director shall, after consultation with the Executive Committee, recommend to the President a replacement to serve for the remainder of the unexpired term.

Section 9. In the event that any Director shall be found by a majority of the Directors to be unable to fulfill the duties and responsibilities of the position due to personal/professional circumstances, the Directors shall recommend to the President a replacement for the Director to serve for the remainder of the unexpired term.


ARTICLE XI - MEETINGS AND QUORUM

Section 1. Unless otherwise ordered by the Institute or by the Executive Director after consultation with appropriate members of the Executive Committee, the annual meeting shall be held at the annual Conference. The Executive Director in conjunction with the Vice President for Communications shall determine the time and place of the annual Conference.

Section 2. Upon the request of the Executive Committee or upon the request of 100 voting members, the President shall call a special meeting of the Institute for any time or any place provided that the members receive notice at least thirty days in advance thereof. No business shall be considered at a special meeting other than matters specified in the notice of the meeting.

Section 3. In the event of a national crisis or other unusual emergency situation, the Executive Committee shall have the authority to cancel the annual meeting or any special meeting.

Section 4. A quorum at any annual or special meeting of the Institute shall be ten or more voting members.

Section 5. A quorum of the Executive Committee shall consist of the President (or his or her substitute) and two other officers.

Section 6. A quorum of the Board of Directors consists of the President and five other voting members.

ARTICLE XII - EXECUTIVE COMMITTEE AND BOARD OF DIRECTORS

Section 1. There shall be an Executive Committee composed of the Officers, the Executive Director and the Section Directors. The Immediate Past Presi-dent shall be an ex-officio non-voting member of the Executive Committee.

Section 2. The duties of the Executive Committee shall be (a) to have the power to act for the Institute in the interim between meetings of the Board of Directors of the Institute; (b) to make a full report of its proceedings to the Institute at each annual meeting; (c) to employ an Executive Director to manage the affairs of the Institute and the Secretariat Office and to assist with all the other activities of the Institute; and (d) to appoint one or more Editors, if necessary, to be responsible for the publications of the Institute.

Section 3. Regular and irregular meetings of the Executive Committee shall be held. In the event of urgent business, decisions may be made after telephone conference calls are held in which all members of the Executive Committee are invited to take part and a quorum is involved. In addition the Executive Director may make some decisions as necessary after individual telephonic or electronic communications have been satisfactorily accomplished with a quorum of the Executive Committee. Special meetings of the Executive Committee may be called by the President on the advice of the Executive Director and/or shall be called upon the request of five voting members of the Committee. In the event that the President is unable to chair a meeting of the Executive Committee, such a meeting shall be chaired by the President Elect, the Executive Director or one of the Vice Presidents. A quorum of the Executive Committee shall consist of the President (or his or her substitute) and two other officers.

Section 4. The President and five other voting members of the Board of Directors shall constitute a quorum of the Board of Directors. The Board of Directors consists of the President, the President-Elect, the Vice President for Professional Development, the Vice President for Communications, the Secretary, the Treasurer, the Executive Director and 20 Directors. The duties of the Board of Directors shall include (a) approving actions of the President, Vice Presidents, Treasurer, Executive Director, Membership Committee and other committees as required by these bylaws, (b) taking necessary decisions as deemed appropri-ate for the well being of the Institute, (c) approving the budgets for the Institute after they have been formulated by the Executive Director in cooperation with the Treasurer, and (d) approving any changes in the location of the Secretariat Office subject to the recommendation of the Executive Committee, and (e) approving actions of the Executive Committee as deemed necessary by the President.


ARTICLE XIII - EXECUTIVE DIRECTOR

Section 1. The Executive Director shall be employed by the Institute and shall work closely with the President, the Officers and the Executive Committee. The Executive Director may or may not hold membership in the Institute. If the Executive Director is not a member of the Institute, he or she shall be bonded by a recognized bonding company.

Section 2. The duties of the Executive Director shall be (a) to manage the Secretariat Office, (b) to implement, as instructed by the Executive Committee, the policies and programs determined by the needs of the membership, (c) to maintain close relationships with the President and to keep the President informed on the status of all Institute operations, as is appropriate for the good of the Institute, (d) to expedite the work of the standing and special committees, (e) to contribute to the growth and development of the Institute and its program, and (f) to represent the Institute as designated by the President.

Section 3. The Executive Director shall submit an annual budget to the Treasurer for his or her approval for the operation of the Secretariat Office. Reasonable compensation for the services of the Executive Director, necessary office staff and other expenses occurred by the Executive Director and Office in carrying out the affairs of the Institute may be included in the budget.

ARTICLE XIV - COMMITTEES

Section 1. There shall be the following standing committees for the Institute: Bylaws Revision, Conferences and Meetings, Membership, Nominations and Elections, and Publications. The President shall appoint the chairperson and members of the standing committees as deemed necessary by the Executive Director, the Executive Committee, the Board of Directors and/or the membership of the Institute to implement and to further the purposes of the Institute.

Section 2. Such special committees shall be created as deemed necessary by the President, the Executive Director, the Executive Committee, the Board of Directors, and/or the membership of the Institute to implement decisions and policies or to further the purposes of the Institute. The President shall appoint the members of the special committees.

Section 3. Standing committees shall consist of at least five members. Unless otherwise specified in the Manual of Operations, the standing committees shall be appointed from among the Members of the Institute. Any member may suggest names for committee membership to the President or President-Elect.

Section 4. The purposes, composition, and procedures of standing committees of the Institute shall be established in a Manual of Operations, the contents of which shall be available to he membership at any time. Responsibility for maintaining and updating such a manual shall be vested in the Executive Committee.


ARTICLE XV - MANUAL OF OPERATIONS

Section 1. The Manual of Operations shall be the official guide for the operational administration of the Institute and shall include the Standing Rules as adopted by the Executive Committee and the Board of Directors on behalf of the Institute membership.

Section 2. The President may appoint a committee to revise and review the Manual of Operations as needed.

ARTICLE XVI - RESOLUTIONS

Section 1. Resolutions express the opinions of the members of the Institute, other matters of the Institute or public policy issues. They are direc-tives for the organization and address themselves to basic interests of the Institute.

Section 2. Resolutions are adopted only at the Annual Meeting of the Institute. Procedures for the adoption of resolutions are specified in the Manual of Operations.


ARTICLE XVII - PARLIAMENTARY AUTHORITY

Section 1. The rules in Roberts Rules of Order Revised shall govern this Institute in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

Section 2. If deemed necessary by the President, a Parliamentarian may be appointed by the President to hold office for up to three years. The duties of the Parliamentarian shall be (a) to advise the President on parliamentary procedure, and (b) to serve as Parliamentarian for the meetings of the Institute. The Parliamentar-ian may be asked to serve as a consultant to any standing or special committee. The Parliamentarian may be re-appointed.

ARTICLE XVIII - AMENDMENT

These Bylaws may be amended at any annual or special meeting of the Institute by a two-thirds vote of those voting, a quorum being present, provided a copy of the proposed amendment or amendments has been sent to each member at least thirty days before the meeting. The Bylaws may be amended by airmail, facsimile or electronic ballot as ordered at any time by the Executive Committee by a majority vote provided that a full statement on the issue has been sent to the members at least thirty days before the dead-line for the return of the ballots.


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