STEEL INDUSTRY SYSTEMS ASSOCIATION (SISA)
BY-LAWS

(Revision 76 – 10/11/00)

CONTENTS

 

ARTICLE
ARTICLE I	NAME. AFFILIATION, AND OBJECTIVE
ARTICLE II	PURPOSE
ARTICLE III	MEMBERSHIP
ARTICLE IV	MEMBERSHIP DUES AND OTHER FEES
ARTICLE V	FISCAL PROCEDURES
ARTICLE VI	GOVERNING BOARD
ARTICLE VII	ELECTED OFFICERS
ARTICLE VIII	APPOINTED OFFICERS
ARTICLE IX	MEETINGS
ARTICLE X	DATABASE
ARTICLE XI	LIMITATION LIABILITIES
ARTICLE XII	PARLIAMENTARY AUTHORITY
ARTICLE XIII	DISSOLUTION
ARTICLE XIV	AMENDMENTS

ARTICLE I - NAME. AFFILIATION, AND OBJECTIVE

Section 1 - NAME

The name of this organization shall be Steel Industry Systems Association. The web site of the Steel Industry Systems Association shall be www.sisa.net

Section 2 - OBJECTIVE

The primary objective of this Association shall be to provide an industry forum for the exchange of information systems related knowledge and experience.

 

ARTICLE II - PURPOSE

The purpose of this Association shall be:

1. To present to the steel industry community, through semi-annual conferences, papers and discussions on topics of current interest in the computer-based systems field of endeavor.
2. To provide an opportunity for system developers and users to informally exchange views on topics of mutual interest in the computer-based systems field of endeavor.

ARTICLE III - MEMBERSHIP

Section 1 – PURPOSE

The purpose, both for SISA and its members, in establishing Association membership, is to:

1. Provide a base of steel companies knowledgeable of and supportive of SISA and its activities.
2. Provide a base of steel systems experience from which to derive organizational guidance and control.
3. Provide networking and communicating opportunities for member steel systems personnel.

Section 2 - ELIGIBILITY

1. Membership in this Association shall be entirely voluntary.
2. Any person who meets the following requirements shall be eligible.

Be employed by an organization (parent company, division or subsidiary) whose principal business is to provide dedicated computer-based systems development and maintenance services to a company, which is engaged in the basic production, transformation, or processing of steel.

Section 3 - LIMITATION

The number of members from each separate division or plant location of any one corporate entity or company shall be limited to six (6).

Section 4 - PRIVILEGES

1. Only members may vote, hold office, or chair Committees of this Association.
2. Members shall be entitled to a reduced conference registration fee at the regular program meetings.

Section 5 - APPLICATION

1. Applications for membership must be made on the approved SISA form and submitted to the Board for review.
2. The Governing Board shall review and approve, or disapprove, the application.
3. Applicant shall be notified in writing of the action taken by the Governing Board.

Section 6 - TERMINATION

A membership may be revoked if, upon review by the Governing Board, any one of the following conditions exists:

1. Member no longer meets eligibility requirements.
2. Non-payment of dues.
3. Any other reason deemed valid by the Board.

 

ARTICLE IV - MEMBERSHIP DUES AND OTHER FEES

Section 1 - STEEL INDUSTRY SYSTEMS ASSOCIATION DUES

1. Each member shall pay such dues for membership in this Association as established by the Governing Board.
2. All dues or fees are payable in U.S. Funds.

Section 2 - MEETING REGISTRATION FEES

Members, guests, and presenters attending meetings of this Association shall pay a registration fee as prescribed by the Governing Board.

 

ARTICLE V - FISCAL PROCEDURES

Section 1 - FISCAL YEAR

Each fiscal year shall run from January 1 to December 31.

Section 2 - FUNDS AND SECURITIES

The Secretary-Treasurer shall invest and manage the funds and securities of the Association within policies established by the Governing Board.

Section 3 - CONTRACTS, LETTERS OF INTENT

1. All contracts, releases, agreements, letters of intent or commitments made in the name of, or on behalf of, the Association shall be reviewed and signed by duly authorized persons of the Governing Board.
2. No contract may be made which will bind the Association for amounts in excess of those authorized for that purpose, unless approved by the Governing Board.

Section 4 - COMPENSATION

The Governing Board shall not receive compensation for services rendered.

 

ARTICLE VI - GOVERNING BOARD

Section 1 - GOVERNING BOARD

1. The Governing Board shall establish policies and procedures and administer all affairs and activities of the Association.
2. The Governing Board shall consist of three elected officers: President, Vice President, and Secretary-Treasurer together with the Past-Past-President, the Past-President, the appointed Chairpersons and At-Large Members, not to exceed a total of 10 members.

Section 2 - GOVERNING BOARD MEETINGS

1. The Governing Board shall meet not less than once each fiscal year.
2. The Governing Board will normally meet the day preceding the regularly scheduled meetings.
3. The President may, for valid reason, call a meeting at any time at a location conveniently appropriate.
4. Half or more of the active members of the Governing Board shall constitute a quorum for the transaction of business.
5. A simple majority of those present at a Governing Board meeting is necessary to carry a vote.
6. The President shall serve as Chairperson of the Governing Board. In the President’s absence, the Vice-President shall act as Chairperson.

 

ARTICLE VII - ELECTED OFFICERS

Section 1 - ELECTED OFFICERS

The elected officers of the Association shall be a President, Vice-President, and Secretary-Treasurer.

Section 2 - TERMS OF OFFICE AND ELIGIBILITY

1. All officers shall be elected or appointed for a term of one year, starting June 1.
2. Successive chairs may not be filled by members employed by the same company.

Under special circumstances the Board may deem it necessary for one or more of the officers to serve an additional term in the best interest of the Association. When such a decision is made, the membership shall be notified at the next general membership meeting, stating the reason for the decision. If opposition to such a decision is voiced, the issue will be decided by a majority vote of the members present.

Section 3 – NOMINATIONS / ELECTIONS

1. Members may nominate candidates for the Governing Board for the next fiscal year at the regular October meeting, or by submitting the name(s) of their nominee(s) in writing to the President no later than August 31st of the current fiscal year.
2. Nominees must be members in good standing and must have demonstrated their willingness to serve.
3. The immediate past-President will prepare a list of candidates for the Governing Board including any nominees submitted by themembers. This list will be submitted to the President no later than September 30th of the current fiscal year.
4. Elected Officers shall be nominated and elected by the Governing Board during the February meeting.
5. The Secretary-Treasurer shall report the results of the election to the membership following the February meeting and shall have the results posted on the SISA web site.

Section 4 - VACANCIES

Vacancies of elected offices occurring during the fiscal year shall be filled on an interim basis by a member of the Board appointed by the President.

Section 5 - REMOVAL FROM OFFICE

1. If the conduct of an elected or appointed officer is found to be objectionable, or detrimental to this Association, removal from office may be effected by a majority vote of the Governing Board.
2. Following such action the President shall notify the members in writing within 30 days.

Section 6 - DUTIES OF ELECTED OFFICERS

1. President

• Is the chief executive officer of the Association exercising general supervision and direction of the affairs of the Association subject to the control of the Governing Board.
• Presides at all meetings of the Association and of the Governing Board and is responsible for requiring the Governing Board to meet regularly and function properly.
• Issues meeting notices.
• Is an ex-officio member of operating offices.
• Ensures that Association practices conform to the by-laws.

1. Vice-President

• Performs duties assigned by the President or the Governing Board.
• In the absence of the President, assumes the duties of the President.

1. Secretary-Treasurer

• Immediately following reception of records from the preceding officer, arranges, if possible, for an audit of the Association's financial statements by a duly qualified employee of his/her company.
• Publishes the general correspondence relating to the business of the Association and performs such duties as are designated by the President or the Governing Board.
• Maintains and publishes for Board members the minutes of the Governing Board meetings.
• Is responsible for all monies and bank accounts.
• Maintains, in the name of the Association, a bank account in a bank designated by the Governing Board. All funds collected shall be deposited in said account and all disbursements made therefrom.
• Makes disbursements as authorized by the Governing Board. Payments must be supported by vouchers or invoices approved by another member of the Governing Board.
• Maintains a complete record of receipts and disbursements.
• Submits financial reports at the regular meetings of the Governing Board.
• Turns over all monies, records, files, and other association property related to this office to the successor by June 1.
• Files annual tax returns as required.

ARTICLE VIII - APPOINTED OFFICERS

The appointed officers shall be selected by the Governing Board from the members in good standing and shall successively hold each of the prescribed offices (membership, arrangements, and program) until June 1 following their appointment.

1. Program Officer

• Responsible for the recruiting of speakers, primarily from within the industry and when appropriate from other industries or communities, for the presentation of topic related papers.

1. Arrangements Officer

• Responsible for providing all physical facilities, equipment, etc. required for regular meetings, as well as the selection of meal and reception menus.

1. Membership Officer

• Maintain a complete roster of members.
• Responsible for recruiting new members.
• Provide prospective members with the necessary application forms.
• Investigate each applicant's eligibility and submit applications to the Governing Board with recommendation.

1. Job Functions Officer

• The immediate Past-President is assigned this activity and is responsible for the maintenance of the Job Function descriptions for the Association's government and activities. Such descriptions shall be approved by the Governing Board.

 

ARTICLE IX - MEETINGS

Section 1 - MEETINGS

1. Regular program meetings shall generally be held on a Thursday and Friday of May and October of each year, in a location determined by the Governing Board. Specific dates and locations of future meetings shall be announced to the attendees at each regular meeting.
2. A General Membership Meeting shall be held prior to the October regular program meeting.
3. A written notice of each General Membership Meeting, including a meeting agenda, shall be issued by the President to the membership before the end of August for the following October meeting.

Section 2 - MEETING NOTICES

A written notice of each program meeting, including a program agenda, shall be issued by the Program Chairman Chairperson.

Section 3 - VOTING AT GENERAL MEMBERSHIP MEETINGS

1. Unless otherwise provided herein, voting shall be based upon a simple majority of the votes cast.
2. Only members in good standing shall be eligible to vote as provided herein.
3. Secret balloting may be used at the discretion of the President or when requested by a member qualified to vote.
4. Voting on all matters of business may be conducted by mail at the discretion of the Governing Board or the membership provided that at least one regular meeting takes place between the introduction of the issue and the balloting.

Section 4 – PROGRAM MEETINGS

1. Program papers must address the designated program topic.
2. Speakers are expected to refrain from presenting material designed to market their products or capabilities.
3. Any distribution of presentation material is at the discretion of the presenter and is not the responsibility of SISA.
4. Vendors are not permitted to set up demonstrations or displays at the meetings. It is expected that any activity conducted by vendors for the purpose of interacting with meeting participants will not interfere with or detract from the SISA meeting related functions.

ARTICLE X - DATABASE

Section 1 – OWNERSHIP

The Membership Chairperson is the owner of the SISA database. However, control of the database can be temporarily transferred to other chairpersons, particularly the Program Chairperson and Arrangements Chairperson, as necessary and at the discretion of the Membership Chairperson. When control is transferred, notice of this transfer is to be made to all SISA Board members.

Section 2 – MAINTENANCE

The Membership Chairperson shall be responsible for assuring the integrity of the database and for keeping its contents current.

Section 3 – USE

1. The SISA database is for use by SISA members only. Use or viewing of the database by non-members is prohibited.
2. Release of data contained in the database to any non-member is to be done only with the explicit approval of the SISA Board.
3. Following any regular program meeting, a list of attending companies may be issued to those requesting such a list.

 

ARTICLE XI - LIMITATION LIABILITIES

Nothing herein shall constitute members of the Association as partners for any purpose. No member, officer, agent or employee of this Association shall be liable for acts or failures to act on the part of any other member, officer, agent or employee of the Association. Nor shall any member, officer, or agent or employee be liable for acts or failures to act under the by-laws, excepting only acts or omissions to act arising out of his willful misfeasance.

 

ARTICLE XII - PARLIAMENTARY AUTHORITY

Section 1 - PARLIAMENTARY AUTHORITY

All meetings of the duly constituted bodies of the Association shall be governed by the rules of order as prescribed in "Robert's Rules of Order Revised", provided the same are not superseded by the by-laws and are applicable.

Section 2 - SUSPENSION OF BY-LAWS

The by-laws may be temporarily suspended by a two-thirds vote of those present at any meeting of the Governing Board.

Section 3 - INTERPRETATION OF BY-LAWS

The Governing Board shall be the authority for the interpretation of these by-laws.

 

ARTICLE XIII - DISSOLUTION

The Association shall use its funds only to accomplish the objectives and purposes specified in these by-laws, and no parts of said funds shall inure or be distributed to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Governing Board.

ARTICLE XIV - AMENDMENTS

Section 1 - PROPOSALS

1. Amendments to these by-laws shall be proposed in writing to the immediate Past-President.
2. At the next meeting of the Governing Board, the Past-President shall present the proposed amendment to the Governing Board for consideration. Approval shall be by majority vote of those in attendance.

Section 2 - VOTING

An affirmative vote of a majority of the members of the Association present at the Annual General Membership Meeting shall be required for the adoption of an amendment to these by-laws.