Constitution of the International Society of Information Fusion
(Drafted March 1, board approved April 15, 2000, amendments in red approved by a vote of ISIF members in 2005 election ballot)
ARTICLE 1. Name
This organization shall be called the International Society of Information Fusion (ISIF).
ARTICLE 2. Purposes
The Society is an international scientific and educational organization dedicated to advancing the art, science, engineering, and application of information fusion technology, serving both professional and public interests by fostering the open interchange of information and by promoting the highest professional and ethical standards, and advancement of the standing of the members of the professions it serves.
ARTICLE 3. Bylaws
Section 1. Purposes
Bylaws shall be established as hereinafter set forth, for the purposes of governing the operations and administration of the ISIF. The term "Bylaws" as used in this Constitution refers only to ISIF Bylaws.
Section 2. Amendment
Bylaws may be adopted or amended by an affirmative vote of at least two-thirds of all the members of the Board of Directors. The Board shall have the authority to interpret the Bylaws.
ARTICLE 4. Membership
Section 1. Definitions
The grades of membership of the ISIF, the member qualifications, privileges and the requirements for admission, transfer and severance pertaining to each grade shall be specified in the Bylaws.
Section 2. "member"
The term "member" when printed without an initial capital, where used in this Constitution, includes all grades of membership.
Section. 3. Voting member
The term "voting member" as used in this Constitution means those members of Member grade or above as defined in the Bylaws.
ARTICLE 5. Board of Directors
Section 1. Membership.
All Board members are required to be Members of the Society. The voting members of the ISIF shall elect Directors. The number and method of election of Directors shall be specified in the Bylaws. In addition, members of the Executive Committee who are not elected Directors shall become ex-officio members of the Board.
Section 2. Term of Office.
The terms of office of Directors shall be specified in the Bylaws. If the Directors shall not be elected on the day designated by law or fixed in the Bylaws, the Society shall not for that reason be dissolved; but every Director shall continue to hold office and discharge duties until a successor has been elected.
Section 3. Authority and Duties.
The Board shall formulate the policies of the Society, and generally supervise their execution by the officers of the Society and the Executive Committee. Each Board member or Director shall represent the members and the best interests of the Society.
Section 4. Meetings.
The Board shall meet at least once a year, usually at meetings of the Society, and otherwise upon the call of any three or more Directors. A quorum of the Board shall consist of a majority of the Directors. Except where otherwise provided by law, by this Constitution, or by the Bylaws, the act of a majority of a quorum shall be deemed the act of the Board.
ARTICLE 6. Officers
Section 1. Titles and Limitations on Authority.
The officers of the Society are elected from the Board by the Directors and shall consist of the President, the President-Elect, the Secretary and the Treasurer. At the discretion of the Board, the offices of Treasurer and Secretary may be held concurrently by one person. All officers of the Society have to be elected Directors, except for the President, who shall be an elected Director during the previous year as the President-Elect. Each officer of the Society shall be bound by any action taken by the Board or the Society and shall have such additional authority and duties as may be conferred by the Bylaws or resolution of the Board.
Section 2. The President.
The President shall act as chair of the Board and of the Executive Committee and shall appoint the chairs of all other committees, except as otherwise provided in this Constitution and Bylaws.
Section 3. The President Elect.
The President-Elect shall hold the office of President for the subsequent year and shall perform such tasks as are delegated by the President or as may be specified in the Bylaws
Section 4. The Secretary
The Secretary shall ensure that records are kept of all proceedings, actions and meetings of the Society, the Board, and the Executive Committee, and that the votes and minutes thereof are recorded in a book or books to be kept for that purpose.
The Secretary shall conduct the correspondence of the Society and shall give due notice of all meetings of members, of the Board, and of the Executive Committee.
The Secretary shall provide for the maintenance of a list of all members of the Society, clearly designating those entitled to vote, and such list or a copy thereof shall be made available for inspection by the members at all meetings of the Society where votes of the members are taken.
The Secretary shall provide for custody of the original of this Constitution and of the Bylaws, and of the amendments thereto.
The Secretary shall provide for custody of the seal of the Society, and when authorized by the Board or the Executive Committee shall affix it to any instrument of the Society requiring a seal.
Section 5. The Treasurer
The Treasurer shall ensure that accurate accounts are kept by the Society, that dues and other sums are collected, that all properly approved bills are paid, and that financial statements and budgets are prepared. The Treasurer shall render to the Board or the Executive Committee, as required, an accurate account of all transactions and of the financial condition of the Society.
Section 6. Financial Interest.
No Corporate Officer or Director shall receive, directly or indirectly, any salary, traveling expenses, compensation, or emolument from the ISIF either as such Officer or Director or in any other capacity, unless authorized by the Bylaws or by the concurring vote of two-thirds of all the Directors present at a regularly constituted meeting. No Corporate Officer or Director shall be interested, directly or indirectly, in any contract relating to the operations of the ISIF, nor in any contract for furnishing supplies thereto, unless authorized by the Bylaws or by the concurring vote of two-thirds of the Directors present at a regularly constituted meeting.
ARTICLE 7. Executive Committee
Section 1. Composition
The Executive Committee shall consist of the President, the President-Elect, the Secretary, the Treasurer, and other members appointed by the President and approved by the Board.
Section 2. Authority
The Executive Committee shall be bound by any action taken by the Board or the Society. The Executive Committee shall appoint representatives of the Society for specific purposes, and shall in general manage the affairs of the Society between Board meetings except in those matters for which Board action is required by the Constitution or Bylaws. The President shall call a meeting of or cause questions to be presented to the Executive Committee upon the request of any member of the Committee.
ARTICLE 8. Elections
The member of the Board shall be elected each year by the voting members of the Society. The constituency eligible to vote for shall be defined in the bylaws. Nomination and balloting shall be conducted and recorded as provided in the Bylaws.
ARTICLE 9. Tenure
Section 1. Board Directors
The Directors of the Board shall be elected for three-year terms and shall hold office through December 31 of the year in which they retire. Board Directors may be re-elected after their term of service.
The President, the President-Elect, the Secretary and the Treasurer shall be elected for one year term and shall hold office through December 31 in the year in which they retire. The Officers may be re-elected after their term of service.
If any vacancy arises in an office the Board shall fill it by appointment until the next regular election unless otherwise prescribed by the Bylaws. However, the President-Elect shall become President when the office of President becomes vacant.
Section 2. Committees
The terms of office of all committee chairmen and members of Committees of the Society except as otherwise provided in these Constitution and Bylaws shall be determined by the President and may be terminated at any time by the President.
Section 3. Recall
Any elected Directors of the Board may be recalled by vote of the Members following an impeachment. Impeachment may be either by a two-thirds vote of the whole Board or by a petition to the Board signed by five percent of the Members of the constituency of the Society. Upon impeachment the Board shall promptly direct a special ballot by all Members. Provided that at least one-third of all eligible Members cast ballots, a two-thirds majority of the votes cast will suffice for immediate removal of the Director from the Board.
ARTICLE 10. Nominations
Members shall be notified of nominations for Board Directors as provided in the Bylaws. Prior to distribution of the ballot, nominations by petition of at least five percent of the Members of the constituency shall be received and entered on the ballot in the manner described in the Bylaws.
ARTICLE 11. Society Meetings by Ballot
With respect to any question or vote required by law to be submitted to or taken by the Members of the Society at a meeting of the Members, the timely mailing or electronic mailing of the ballot or other notice to each Member at the last post-office address or electronic mail address as given to the Secretary shall be deemed and considered notice of a meeting of the Society; the return of the ballot shall be deemed a proxy directed to the Secretary authorizing and directing the Secretary to vote the ballot as marked; and the Secretary shall be bound to vote in such manner. Each Member of the Society, however, shall have the privilege of attending in person at the time and place stated in the ballot or other notice for the opening and counting of the ballots, and the Member may cast a vote personally instead of by mailed ballot.
ARTICLE 12. Amendments
Section 1. Certificate of Incorporation.
The Certificate of Incorporation may be amended pursuant to resolution adopted by:
* A two-thirds vote of all of the Directors of the Board taken at an actual meeting thereof or of their proxies as provided in Section 4 of Article 5 of this Constitution, and for such purpose such proxies shall be deemed to serve as Board Directors in lieu of those Board Directors who appointed them as their proxies; and
* The affirmative vote of at least two-thirds of the Members balloting, provided that ballots are received from at least twenty percent of the Members of the Society.
Section 2. Constitution.
This Constitution may be amended by an affirmative vote of at least two-thirds of the Members balloting, provided that ballots are received from at least twenty percent of the Members of the Society. Proposed amendments to this Constitution shall be submitted to the Members for ballot upon the affirmative vote of two-thirds of all the members of the Board or upon petition of five percent of the Members.
The Secretary shall renumber the articles and sections of the Constitution and Bylaws as may be occasioned by amendments of insertion and deletion.
Section 3. Notification.
Any additions to or changes in the Certificate of Incorporation, the Constitution or the Bylaws shall be reported by the Secretary to the membership by mail or by publication in one of the Society's publications (including electronic) received by all members.