CONSTITUTION OF THE NONDESTRUCTIVE TESTING MANAGEMENT ASSOCIATION, INC. (NDTMA)
ARTICLE I: NAME
The name of the Association shall be the NONDESTRUCTIVE TESTING MANAGEMENT ASSOCIATION, INC. (NDTMA). The Association shall be incorporated in the State of Nevada.
ARTICLE II: PURPOSE
This Association is organized to: 1) provide a forum for the open exchange of managerial, professional and regulatory information critical to management, and 2) promote the interests of the nondestructive testing (NDT) industry.
ARTICLE III: MEMBERSHIP
Section 1: Qualification
Membership shall be limited to those companies, organizations and individuals whose business involves the furnishing or use of nondestructive testing services, and/or products.
Section 2: Classes
A. Regular Membership
One regular member shall be designated from within each member Company. This member shall be the Chief Executive Officer, management representative of the Company or their designee.
B. Fred Rohde Honorary Membership
The Board of Directors may, upon due consideration and reason of worthiness, bestow honorary membership upon a person or persons by majority vote. This membership is effective for the lifetime of the individual.
C. Associate Membership
A member company or organization may request Associate Membership for individuals employed by the Member Company or organization. Associate Membership shall be granted for members in good standing upon receipt of the designated annual Associate Membership fee.
Section 3: Applications
All regular and associate applications for membership shall be submitted to the Executive Director of the Association.
Section 4: Voting
A. Each regular and honorary member in good standing is entitled to one vote on all matters submitted to the Association for a vote.
B. An Associate Member shall be non-voting.
C. Unless otherwise specified in the Constitution or By-Laws, all items voted upon shall be decided by a majority of the votes cast.
Section 5: Adherence
Each member is required to comply with the Constitution & By-Laws of this Association.
Section 6: Approval and/or Refusal
The Board of Directors may refuse to continue applied membership from any member adjudged by them to have violated the Constitution or By-Laws of the Association, or may stipulate the removal of the member from the roll of members, if, as determined by two-thirds vote of the Board of Directors, said member shall have been deemed guilty of conduct considered undesirable or inconsistent with objectives and goals of this Association.
Section 7: Delinquency
Members delinquent thirty (30) days in payment of annual dues may be suspended by the Board of Directors, and services of the Association shall terminate until such arrears are paid. If the member continues delinquent beyond the thirty (30) days, the Executive Director shall serve notice, if said member neglects to pay the dues before the end of the next month, the name of said member shall be automatically dropped from the membership roster. The Board may reinstate a member who has been suspended or dropped under this Section upon re-submission of a membership application with applicable dues. A delinquent member is not a member in good standing and does not have the right to vote.
ARTICLE IV: OFFICERS & DIRECTORS
Section 1: Number & Responsibilities
The officers of the Association shall consist of a President, Vice-President, Secretary and Treasurer. Each of the officers shall perform the duties required by their respective officers under the law of the State of Nevada and such other duties as may be required of them by the Association.
A. President - The president shall act as the executive head of the association.
B. Vice President - The Vice president shall perform the duties of the President in his/her absence or inability to act and shall be the Program Chairman for the annual conference.
C. Secretary/Treasurer - The Secretary/Treasurer shall be responsible for preparing agendas, keeping minutes for all Board Meetings, and shall be the financial officer of the association.
D. Past President - The immediate Past President serves as Nominating Committee Chair and NDTMA/ASNT Coordinating Committee delegation Chair.
Section 2: Officer Vacancies
A. A vacancy in the office of President, either temporary or permanent, shall be filled in the following order:
1. By the Vice-President
2. By the Secretary/Treasurer
3. By any member of the Board of Directors who has served a minimum of one year as determined by a vote of the Board of Directors.
B. Vacancies in the offices of Vice-President and Secretary/Treasurer shall be filled by a member of the Board of Directors who has served for a minimum of one year and as determined by a vote of the Board of Directors.
Section 3: Board of Directors
The board of Directors shall consist of the President of the Association who shall be the presiding officer, the Vice-President, the Secretary/Treasurer, the immediate Past President, the Chairman of the Government and Industry Affairs Committee (GIAC), nine (9) directors-at-large elected from the members in good standing of the Association, and the Executive Director, ex-officio, without vote. (The Executive Director is the Chief Administrative Officer of the Association.)
Section 4: Quorum
Eight (8) members of the Board of Directors shall constitute a quorum, a minimum of two of who shall be officers. Thus constituted, the Board of Directors shall be the legal trustee of the Association. The Executive Director shall attend all Board Meetings.
Section 5: Board of Director Vacancies
Vacancies occurring on the Board of Directors, through death, resignation or any other cause, shall be filled by appointment by the President. The member appointed shall be in good standing with the Association and shall be approved by 2/3 of the voting members of the Board.
Section 6: Minutes
Minutes, reporting the transactions of the meetings of the Board of Directors shall be submitted to all officers and directors promptly following such meetings by the secretary, and in his/her absence by a member of the Board appointed by the presiding officer.
Section 7: Standing Committees
Standing committees may be established as deemed necessary by the Board of Directors.
ARTICLE V: MEETINGS
Section 1: Annual Meeting
The Association shall hold an annual meeting as provided by the By-Laws. The Executive Director shall notify the voting membership of the meeting date and location at least sixty (60) days prior to the meeting.
Section 2: Special Meetings
The Board of Directors for business of special nature may call special Meetings of the Association for the General Membership, and all the members of the Association shall be given a notice of such meetings at least thirty (30) days in advance, in writing. In addition, upon request of twenty (20) members, the President shall call a special meeting, at which a quorum of the membership must be present.
Section 3: Quorum
A quorum for annual or special meetings shall consist of ten percent (10%) of members, in good standing, and at least eight members of the Board of Directors, at least two of who is an officer.
ARTICLE VI: AMENDMENTS
Section 1: Petition
Thirty (30) members may petition the Board of Directors to submit a proposed amendment. The Board of Directors may, by an affirmative vote of the majority present, propose amendments, which must be submitted to the voting membership at a meeting or by a letter ballot. A letter ballot must be returned to the Secretary not later than one month following the date of issue. A minimum of seventy-five percent (75%) of the letter ballots must be returned for this vote to be official and a two-thirds (2/3) majority vote of the general membership is required for adoption. If the vote is taken during a general membership meetings, a two-thirds (2/3) majority vote is required for adoption. Such approved amendments must be published and sent to each member within thirty (30) days of adoption.
Section 2: Amendments
Amendments shall take effect thirty (30) days after their approval by the membership. Proposed Constitution and By-laws changes shall be submitted to the membership at least 30 days prior to any consideration by the membership.
The Board of Directors may make editorial changes to the Constitution and By-laws without petitioning the membership. The membership shall be informed of all editorial changes in a timely manner.
ARTICLE VII: DISSOLUTION
Section 1:
In the event that four-fifth (4/5) of the entire membership determines that the Association should be dissolved, proper notification should be rendered to the Secretary of the State of Nevada, and other interested legal authorities.
Section 2:
Residual Assets shall be transferred to any chosen non-profit education/technical association or institution. This choice will be made by a vote of the Board of Directors at the time of dissolution.
Constitution Amended Feb 2000
BY-LAWS OF THE NONDESTRUCTIVE TESTING MANAGEMENT ASSOCIATION, INC. (NDTMA)
ARTICLE I: ANNUAL MEETING
Section 1: Time and Place
The annual meeting shall be held each year during the first quarter of the calendar year. The time and the place of each meeting shall be prescribed by a majority of the Board of Directors. An agenda of business shall be submitted to the Directors and voting members at least thirty (30) days prior to the date of the Annual Meeting.
Section 2: Rules of Order
Unless otherwise specified in the Constitution or By-Laws, Roberts Rules of Order shall apply at all annual meetings.
ARTICLE II: DUES
Section 1: Fees
Membership dues shall be for the period of one year, coinciding with the fiscal year of their Association. The Board of Directors shall establish membership dues for regular and associate members. The Board of Directors, on a yearly basis, will review the dues structure to assure financial continuity of the Association.
ARTICLE III: ELECTION
Section 1: Officers and Directors
The officers shall be installed at each annual meeting and their term of office shall be in effect until the next annual meeting. There shall be no more than one person from the same company serving as an officer at any time. Directors-at-Large are elected for a three year term. There shall be no more than two individuals from the same company serving as a Director. The immediate Past President shall serve a one-year term. Elections of officers and directors shall be accomplished at the annual meeting by a secret or verbal ballot of the voting members present. The term of all new elective officers shall begin at the adjournment of the business meeting held during the annual meeting of the Association.
Section 2: Nominating Committee
The Past President shall appoint a nominating committee subject to BOD approval at least three (3) months prior to the annual meeting. This committee shall consist of one member of the Board of Directors, three voting members-at-large, and the immediate Past President who will act as Chairman of the Nominating Committee. The slate of nominees will be decided by majority vote of the committee. The committee will consider nominating the officers from it's Board of Directors and encourage officership via promotion through the chairs. There shall be no more than one person from each member company represented on this committee.
ARTICLE IV: EXPENDITURES
Section 1: Salaries
The Board of Directors may, at it's discretion, pay a salary or otherwise recompense the Executive Director and such other members as it may find necessary to continue the work of the Association.
Section 2: Budget
A budget for the Association's financial operations shall be prepared by the Executive Director and shall be approved by the Board of Directors by the end of the previous fiscal year. The budget shall be presented for ratification by the membership at the next annual business meeting.
Section 3: Operating Expenses
Normal operating expenses, including such items as stationary, postage, telephone calls, newsletters, etc are considered acceptable. The Executive Director has the authority to pay all Normal Operating Expenses of the Association. Other non-budgeted items must be approved by a 2/3 vote of the Board of Directors and published in the next newsletter.
Section 4: Financial Report
The Secretary/Treasurer shall be responsible for the preparation of the annual financial statement and any necessary bookkeeping and/or tax returns and shall be performed by the order of the Board of Directors.
ARTICLE V: FISCAL YEAR
Section 1: Definition
The fiscal year of the Association shall commence on January 1 and terminate on December 31 each year.
ARTICLE VI OPERATION AND GOVERNMENT
Section 1: Government
The Association shall be governed in accordance with this Constitution and these By-Laws.
Section 2: Board of Directors
A Board of Directors chosen from its members shall manage the affairs of the Association. The Board of Directors shall select the Executive Director by a simple majority vote of the Board. The Board of Directors shall regulate it's own proceedings and may, by resolution, delegate specific powers to special committees. The Board of Directors shall make available at the annual meeting, the financial status of the Association.
Section 3: Board of Director Meeting Attendance
Board members must provide advance notification to the President if they will be unable to attend a board meeting. Except for reasons acceptable to the Board of Directors, absence from two consecutive regularly scheduled board meetings or failure to attend three regularly scheduled board meetings in a two-year period shall result in automatic dismissal from the Board of Directors.
Section 4: Publications
The Newsletter, and Member and NDT Services Directory are official publications of NDTMA.
Section 5: Seal
The Association shall have a common seal.
ARTICLE VII: INDEMNIFICATION
The Association shall indemnify and hold harmless any and all of its Directors, Officers, Executive Director, former Directors and former Officers and parties who perform functions authorized by the Board of Directors, as stipulated in the Indemnification Policy which is contained in the NDTMA Board Committee Policy Section 5.0, on file with the Executive Director.
Bylaws Amended Feb 2000
