SAA Constitution and Bylaws

CONSTITUTION OF THE STANDARDS ALUMNI ASSOCIATION

ARTICLE I  NAME

The name of the organization is the Standards Alumni Association, hereinafter referred to as the Association.

ARTICLE II  OBJECTIVES

The objectives of this Association are to:

(A) Promote the transfer of technical information, volunteer technical services, educational seminars, and other relevant activities which benefit society at large, the National Institute of Standards and Technology, NIST, or this Association in particular.

(B) Aid in the early identification and training of scientists and engineers through collaboration with sponsors of Science Fairs, Science Talent Searches and related activities.

(C) Provide NIST, as the need arises in performing its mission, with the unique talents of the Association membership.

(D) Maintain and promote personal contact among its membership through newsletters, meetings and other activities.

ARTICLE III  MEMBERSHIP

(A) Membership in the Association is open to all persons formerly associated with either NBS or NIST, or currently associated with NIST, and to surviving spouses of deceased persons who qualified for membership.

(B) Members are in good standing provided they are up-to-date in payment of their dues.

(C) All members in good standing are entitled to vote and to hold office in the Association.

(D) The Executive Board of the Association may confer Associate Membership upon such persons who demonstrate a commitment to NIST programs or to the educational and/or historical efforts of the Association. Associate Members shall pay the same dues as full Members.

ARTICLE IV  LEGAL CONTEXT

The Association is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law.)

ARTICLE V  CONTROL OF FUNDS AND ACTIVITIES

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Association shall be authorized to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in ARTICLE IV hereof. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an association exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an association, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE VI  DISTRIBUTION OF FUNDS ON DISSOLUTION

In the event of liquidation, dissolution, termination or winding up of the Association (whether voluntary, involuntary or by operation of law) the assets of the Association shall be distributed by the Executive Board to one or more corporations or other organizations which qualify as exempt from federal income tax under Section 501(c)(3) of the U.S. Internal Revenue Code of 1954, as may be from time to time amended.

ARTICLE VII  HISTORY AND PROVISIONS FOR CHANGE

This Constitution is based on the original "Constitution and By-Laws" as adopted by the Association Planning Group during the organization meeting of April 24, 1985 at NBS. Changes from the original Constitution are based on the subsequent experiences in managing the affairs of the Association. Further changes must be approved by letter ballot by two thirds majority of the votes received. In seeking changes to the Constitution, the President must cause the recommended changes to be published in the Newsletter or otherwise distributed to the membership and allow at least two weeks for ballots to be returned. Changes can be proposed either by the Executive Board or by a petition signed by at least 10 members of the Association and submitted to the President.

BYLAWS OF THE STANDARDS ALUMNI ASSOCIATION

The current version of the Bylaws was amended April 24, 2003. From June 2022 through February 2023 the SAA Executive Board developed a major update to the 2003 Bylaws which:

• Brings the document in line with current practice, eliminating the requirement for a Senior Operating Officer and updating the nominations calendar.
• Makes formatting and style changes – chair (instead of chairman); consistent use of capitalization and italics.
• Modifies – committee membership and chair requirements; the order of succession of elected officers to permit appointment of a replacement to serve until the next election.
• Adds – new Standing Committees (Information Technology, Oral History, Social).
• Creates a new Bylaw on Membership and Dues, which authorizes lifetime and honorary membership and states no dues refunds are given.
• Removes some specificity – Tellers Committee; requirement for the Past President to be ex officio on committees.
• Changes the name of the Portrait Gallery to NIST Gallery of Distinguished Alumni.
• Clarifies that SAA Officers must be members and that officer elections are determined by majority vote.

The proposed Bylaws will be voted on at the SAA Annual Meeting, April 13, 2023. The file can be accessed here: Proposed Bylaws 2023.

The current (April 2003) Bylaws are as follows:

BYLAW I  GOVERNANCE

(A) The elected officers are the President, two Vice Presidents, and four Directors.

(B) In any given year, the President shall designate the 1st Vice President and the 2nd Vice President

(C) The Executive Board is chaired by the President and consists of the elected officers, the Past President, the appointed officers, chairmen of the standing committees, and ex-officio representatives from NIST.

BYLAW II  DUTIES OF ELECTED OFFICERS

(A) The President has prime responsibility for the functioning of the Association within the context of the Constitution and Bylaws and presides at all meetings of the Association and the Executive Board. The President speaks for the Association in dealing with other organizations and people, appoints additional officers and committee chairmen with the advice of the Executive Board, and performs such other tasks as appropriate to the office, e.g. appointments and re-appointments to the Standing Committees.

(B) The 1st Vice President serves in place of the President when that officer is absent. In the absence of the President and the 1st Vice President the 2nd Vice President shall serve as President. The two Vice Presidents perform whatever duties the President may assign.

(C) Directors serve as advisors to the President and perform duties as needed by the Executive Board.

(D) The most recent President shall serve as advisor to the President and as ex-officio member of the Nominating and Program Committees.

(E) The terms of office shall be one year. No person shall serve in the same office more than two years in succession.

BYLAW III  THE EXECUTIVE BOARD

(A) The Executive Board meets monthly on a date called by the President and at such times as the President deems in the best interest of the Association.

(B) The Executive Board advises the President in making appointments, conducts the routine business of the Association, sets the membership dues, arranges for an annual financial audit by a person (or persons) who is not a member of the Board, and makes recommendations on matters for action by the membership.

BYLAW IV  APPOINTED OFFICERS

Officers to perform operational or special functions are appointed by and serve at the pleasure of the President. These are a Secretary, a Treasurer, a Senior Operating Officer and the chairmen of the Standing Committees.

BYLAW V  STANDING COMMITTEES

(A) NOMINATING: Members of this committee must be Association members in good standing and, except for the Past President who is an ex-officio member and the chairman of the Nominating Committee, cannot be members of the Executive Board. The chairman is appointed by the President and selects the other members with the concurrence of the Board. These members can be re-appointed annually with the concurrence of the Board. The committee shall meet late in the calendar year in order to comply with Bylaw IX.

(B) PROGRAM:  This committee shall plan, arrange, conduct, and publicize agenda for the various meetings and other activities of the Association. The chairman is appointed by the President and can be re-appointed annually. The chairman may select other members of the Association to serve on the committee with the concurrence of the President. The President and Past president shall serve as ex-officio members of this committee.

(C) NEWSLETTER/EDITORIAL: This committee shall be responsible for assembling, editing, and arranging for the publication and mailing of the Association Newsletter and other releases. The chairman is appointed by the President and can be re-appointed. The chairman may call upon other Association members for input to the Newsletter and can request input from NIST.

(D) MEMBERSHIP: The committee shall be responsible for the maintenance of the membership records, the recruiting of new members and responding to inquiries about membership and membership status. The chairman is appointed by the President and can be re-appointed. The President and the Past President are ex-officio members of the committee. The chairman may select other members of the Association to serve on the committee with the concurrence of the President.