The name of this organization shall be the Philadelphia Society for Coatings Technology, Inc., hereinafter referred to as the Society.
The Society shall operate solely and exclusively as a non-profit organization with the following objectives:
A. To develop or provide scientific, engineering and technical data, facts and standards, and to promote research and the application of the sciences to further the development, manufacture, and use of paints, varnishes, lacquers, related products, and raw materials necessary for these products.
B. To promote educational activities and the interchange of ideas among its members and the public generally.
C. To arrange for the collection and dissemination of information pertinent to the industries served by the Society, and for the presentation, discussion, and publication of papers and other contributions.
E. To promote the improvement of products, the elimination of wasteful methods of manufacture, and foster manufacturing procedures and practices that minimize pollution of the environment as a service to the industry and the public as a whole.
F. To cooperate with the other organizations, public and private, to accomplish these objectives.
Limitation on Activities
No part of the net earnings of the Society shall inure to the benefit of, or be distributed to, its members, Directors, Officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purpose set forth in Article II hereof. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society 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 provision of these articles, the Society shall not carry on any activities not permitted to be carried on by an organization exempt from Federal Income Tax under 501 (c)(6) of the Internal Revenue Code of 1954, or the corresponding provision of any United States Internal Revenue Law.
All conditions, qualification, requirements, privileges, and regulations as to membership in the Society shall be fixed and governed by the By-Laws of the Society,
The activities and affairs of the Society shall be managed as provided in the By-Laws of the Society,
In the event of the partial or entire liquidation or dissolution of the Society, whether voluntary, involuntary, or by operation of law, the Board of Directors of the Society shall, after paying or making provision for the payment of all the liabilities of the Society, distribute the assets of the Society to the Educational Fund., otherwise to one or more organizations exempt from taxation under Section 501 (c)(6) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law, as they in their sole discretion shall determine.
Any of such assets not so distributed shall be distributed by the appropriate court of the county of which the principal office of the Society is then located, exclusively to such exempt organization or organizations, as said court shall determine.
This constitution may be altered, amended or repealed by a vote of three-quarters of the members present at two successive regular or special meetings of the Society. The procedure for originating, processing, and considering amendments to this Constitution shall be identical in every respect as prescribed in the By-Laws for amendment to the By-Laws.
Relationship to the Federation
The Philadelphia Society for Coatings Technology, Inc., is a group of individuals formally organized to pursue objectives consistent with betterment of the industries served, such as, paint, printing ink, adhesives, ceramic, plastic and all fields of surface coating.
B. Management of Internal Affairs
l. Society shall have entire control of its own internal affairs.
2. The Society shall operate in accordance with the laws of the jurisdictions within its territorial boundaries and the laws of the Commonwealth of Pennsylvania affecting non-profit corporations.
A. Classes of Membership
The classes of membership in the Society shall be those specified and described in the By-Laws.
B. Termination of Membership
Except as otherwise provided by these By-Laws or the Standing Rules of the Society, membership in the Society shall terminate automatically for any individual who ceases to be eligible for his class of membership, or whose dues have not been paid in accordance with these By-Laws.
A. General Policies and Administration
The establishment and execution of general policies and the administration of the Society shall be vested in the Board of Directors and the President.
B. Board of Directors
1. The Board of Directors shall consist of the Officers, and one Member-at Large.
2. The Vice President, Secretary, Treasurer, shall be representatives of different firms at the time of their first election to the Board of Directors.
3. The terms of all Directors shall begin at the close of the Annual Meeting. All Directors shall be installed during the July Meeting.
Election of Board of Directors and Officers
Nominations for election to the Board of Directors shall be as follows:
l. The Nominating Committee shall prepare a slate for all elective offices and announce such slate at the meeting prior to the Annual Meeting of the Society and/or the Secretary shall mail such slate to all members at least ten days prior to the Annual Meeting.
2. The President shall nominate a chairman of the Technical, Education, and Membership Committees for election to the Board of Directors.
3. Nominations for any elective office also may be made from the floor by any member, at the May Meeting.
1. The members shall approve the Board of Directors, except the President and the Past Presidents on the Board of Directors.
2. Election shall require a majority vote
1. All elected members of the Board of Directors shall be elected for one year terms.
2. The Vice President shall be elected one full year in advance of the year in which he or she is to hold office as President, shall become President automatically after one term as Vice President, and shall serve two additional years as a Past President on the Board of Directors unless he or she shall become ineligible to serve on the Board of Directors.
A. Nominating Committee
The President shall appoint a Nominating Committee consisting of three Past Presidents. The most recent eligible Past President is Chairperson of the Committee.
B. Standing Committees; Other Committees
The President shall appoint the following Standing Committees: By-Laws, Educational, Technical, Program,
Scholarship and Membership. The President shall also appoint any other Committees which may be required to conduct the business of the Society.
The duties of the Board shall be to:
1. Act with the President in establishing and executing the policies and administering the affairs of the Society.
2. Fill vacancies occurring in elective offices, except that of the President, and the Board of Directors.
3. Select and appoint a secretarial service, fix the compensation, and prescribe his or her duties. Approval must be made by the Board.
4. Authorize the expenditure of all funds in keeping with the provisions of these By-Laws, either by specific direction to the President and Treasurer, or by limited allocation of funds to be expended at the discretion of Committees duly appointed by the President.
5. Specify the duties and function of all Committees except as otherwise provided for in these By-Laws.
6. Hold a minimum of three (3) meetings each year at times and places to be designated by the President.
7. Adopt and amend Standing Rules for the Society, subject to and consistent with the Constitution and these By-Laws and the corresponding documents of the Federation.
8. Declare vacant the office of any Officer or other Director who shall not perform his or her duties.
9. The presence of five (5) members of the Board of Directors shall constitute a quorum, provided that at least four (4) shall have been elected for a term of one (1) year and that at least half of all present are Active Members.
The Officers of the Society shall consist of a President, Vice President, Secretary, and Treasurer. At least three (3) Officers shall be Active Members of the Society.
1. It shall be the duty of the President to:
A. Serve as Chief Executive of the Society.
B. Act as Chairperson of the Board of Directors.
C. Preside at the Annual Meeting and all regular and special meetings of the Society.
2. The Vice President shall automatically succeed the President and shall act in the stead of the President whenever necessary, or whenever the presidency is declared vacated by the Board of Directors. The Vice President shall serve as Chairperson of the Program Committee.
3. It shall be the duty of the Secretary to:
A. Record and preserve the minutes of all meetings of the Society and the Board of Directors and of such other meetings as the Board of Directors shall direct.
B. Certify to the election of all new members.
C. Perform such other duties incident to the office which may be directed by the President or the Board of Directors.
4. The Treasurer shall be responsible for the keeping of the accounts of the Society and shall be bonded at the Society’s expense for an amount to be determined by the Board of Directors. It shall be his or her duty to receive revenues, maintain an accounting of all funds. No contracts shall be entered into, nor disbursements made, without the approval of the Treasurer and the President acting under authorization by the Board of Directors.
5. The Board of Directors may nominate, and the membership may then elect, a former Officer who has been a member of the Society for at least 25 years to serve as Honorary Director on the Board of Directors.
The Honorary Director shall serve for a term of one year, may be reelected, may be called upon for non-binding advice by any member of the Board, and may take on special assignments when requested to do so by the Board or by the President.
A. Annual Meeting
The Annual Meeting shall be held in the month of May, the exact time and place to be determined by the Board of Directors. The program of the Annual Meeting shall include the presentation of technical papers, the election of Officers and any business which may be presented for the consideration of or action by the Society.
B. Regular Meetings
The members of the Society shall meet a minimum of five (5) times each year, the exact time and place to be determined by the Board of Directors. The program of the regular meetings shall include the presentation of technical papers or other events arranged by the Program and other Committees and approved by the Board of Directors.
C. Special Meetings
Special Meetings may be called by the President, by two Directors, or by ten members, at a time and place determined by the Board of Directors, provided that a notice stating the purpose for the meeting shall have been mailed to all members at least ten days prior to the date of the special meeting.
D. Eligibility to Vote
All members shall be eligible to vote on any question to be determined by the membership. The presence of twenty-five members shall constitute a quorum, and a majority of those voting shall be sufficient to carry one vote.
Annual dues for Active, Associate, and Retired members shall be established by majority vote of the Board of Directors, provided that such action be approved by a two-thirds vote of the members present at the next regular meeting of the Society.
B. Effective Date
Annual dues shall not take effect in the same fiscal year in which they are adopted by the Board of Directors.
Annual dues shall remain in effect in successive fiscal years until the Board of Directors shall alter them in accordance with this article.
D. Educator and Student Members
The dues, if any, for Educator and Student Members shall be determined by the Board of Directors.
E. Honorary Members
Society Honorary Members shall not be required to pay dues.
F. Payment of Dues
Annual dues shall be payable per FSCT By-Laws.
The Fiscal Year of the Society shall end on June 30.
Personal Liability; Indemnification
A. Directors of the corporation shall not be personally liable for monetary damages relating in any way to his or her role as a Director, whether for any action taken, or any failure to take any action, unless:
1. The Director has breached or failed to perform the duties of his or her office under Section 8363 of Title 42 of Pennsylvania Consolidated Statutes (relating to standard of care and justifiable reliance); and
2. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
B. Except for willful misconduct or recklessness, or unless expressly disallowed by law, the corporation hereby indemnifies any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including actions by or in right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was a director or officer of the corporation, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding.
Standing Rules are written statements of operating procedures and/or details of the organization of the Society.
B. Adoption or Amendment
The Board of Directors shall adopt or amend Standing Rules, provided that two-thirds of all members of the Board shall vote in favor of adoption or amendment at any Regular or Special Meeting of the Board.
Proposals to amend these By-Laws may be originated by:
1. Any Officer of the Society.
2. The Board of Directors.
3. The petition of ten or more members.
4. The recorded vote of any Committee acting on a proposal of any of its members or a proposal of any member referred to it.
All proposals to amend these By-Laws shall be submitted to the By-Laws Committee for editing, clarifying, and the combining of similar proposals from various sources.
The By-Laws Committee must act on all proposals it receives, but may submit recommendations for or against adoption, with reason for its position.
The By-Laws Committee shall forward to the Secretary, within sixty (60) days of receipt of such proposals, the enabling resolution for the edited amendments. The Chairman of the By-Laws Committee, or in his or her absence the Secretary, shall read the report of the By-Laws Committee, at the Regular or Special Meeting which next follows the date of the report and again at the Regular or Special Meeting which next follows the first reading.
C. Consideration by the Members
1. Resolutions to alter, amend, or repeal these By-Laws may be considered at any two successive Regular or Special Meetings of the Society. All members may vote on any matter related to the proposed resolutions. The approval of a majority of the members present shall be required to make any change in the text of the proposed amendments, provided that any such change may not exceed or reduce the purpose or intent of the amendments as previously reported.
2. Resolutions to alter, amend or repeal these By-Laws, having been approved by the vote of two-thirds of the members present at two successive Regular or Special
Meetings of the Society shall make effective the proposed amendment immediately, or at a time specified in the resolution.
Except as otherwise provided in these By-Laws, any question of parliamentary order arising in the course of conduct of any meeting, and the meetings of all duly constituted Committees of the Society, shall be resolved pursuant to the latest, revised edition of Robert’s Rules of Order.