Bylaws

Revised September 22, 2008
These Bylaws are established for the purposes of governing the operations and administration of the International Society of Information Fusion.

1. Membership

1.1. Grades

The grades of ISIF membership are Member and Student Member. Where used in these Bylaws, the term “member”, when printed without an initial capital, includes all grades of membership.

1.2. Rights and Privileges

1.2.1. Members. Members shall be entitled to all rights and privileges of the ISIF.
1.2.2. Student Members. Student Members shall have the rights and privileges of the Member grade, except the right to vote and serve on the Board of Directors.

1.3. Qualifications

Membership qualifications pertain to fields of interest to ISIF, including but not limited to engineering, science, business and medicine.

1.3.1. Members. A Member must have demonstrated professional competence in ISIF-designated fields. For admission or transfer to the grade of Member, a candidate shall be either
- (a) an individual with a bachelor degree or its equivalent in those fields related to information fusion or (b) who shall have had at least three years of experience in a position normally requiring a bachelor degree, which may be accepted in lieu of the educational requirements at the discretion of the Membership Committee.
1.3.2 Student Member. A Student Member must be registered for, and be undertaking at least 50% of full-time undergraduate or graduate study at a recognized academic institution, in an information fusion related field.

1.4 Dues

The term of membership is on an annual basis commencing with the first of the month in which the first annual dues payment is made. The membership dues shall be determined by the rates in effect at the beginning of the member’s membership year. If the dues of any member remain unpaid after 30 days from the date when payable, the membership of such person will lapse. Such person may, however, be reinstated within one year upon the payment of arrears of dues.

1.5. Resignation

A member may at any time file a resignation in writing with the Secretary, and it shall become effective as of the date it is filed. There will be no refund of membership dues upon resignation.

1.6. Admonition, Suspension and Expulsion

A member may be dropped or suspended for nonpayment of dues as provided in the Bylaws. A member of the Society may be admonished, suspended or expelled for demonstrating lack of integrity, or for other reasonable cause after a hearing of the case before the Executive Committee and by affirmative vote of at least two-thirds of all members of the Executive Committee. A former member of the Society who was expelled from membership can become a member only after approval of the application by an affirmative vote of at least two-thirds of all members of the Executive Committee.

2. Board of Directors

2.1. How Constituted

2.1.1. Number of Directors. The Board of Directors shall consist of nine elected Directors and ex-officio Directors from the Executive Committee.
2.1.2. Term of Directors. Each elected Director shall serve for a term of three years. The terms of the Directors shall be staggered so that at the end of each year, three Directors will finish their term. The ex-officio Directors shall serve for as long as they are on the Executive Committee.

2.2. Meetings

2.2.1. General. Meetings of the Board shall be at the principal office of the Society or at the place of and in connection with meetings of the Society, or at such place as the Board may determine, or in the absence of such a determination as determined by the Executive Committee.

A Director of the Board unable to be present at a meeting may appoint in writing a Member of the Society as the Board Director’s proxy. The proxy may take part in discussion and may vote in the place of the Director. While so acting as a proxy for the Director, the proxy shall be deemed for all purposes to be a Director of the Board in lieu of the Director, but only as a Board Director and not otherwise as an officer of the Society.

Except where by law or by this Constitution a meeting of the Directors of the Board or their proxies requires their physical presence at the same time and place, the Board may transact business by mail, electronic communications or in the physical presence of each other, or by any combination of these. Any resolution adopted in such manner by a majority vote of a quorum of the Directors of the Board (or by such larger vote as may be required by law or by this Constitution or the Bylaws), after due notice is given to its Directors shall be deemed and considered the act of the Board as though adopted at a meeting of the Board. Notice by mail or electronic communications shall be deemed given when sent to the Board Director’s last address. A record of the notice and of the voting and of the manner in which the action was taken shall be noted in the minutes of the Board.
2.2.2. Notice of Special Meetings. Special meetings of the Board may be called by any three Directors on notice to all other Directors. Notice of such special meetings, giving the time and place of meeting, the purpose of the meeting, and the names of the Directors calling the meeting shall be mailed to all Directors no less than 7 days before the date set for the special meeting. The notices can be mailed electronically.
2.2.3. Action of the Board. Unless otherwise provided in the Articles of Incorporation, the Constitution, these Bylaws, or the Not-for-Profit Corporation Law of the State of California, a majority of the votes cast at a meeting of the Board at which a quorum are present shall be the act of the Board.
2.2.4. Quorum. A majority of the Directors of the Board shall constitute a quorum.
2.2.5. Minutes. Minutes of all meetings of the Board of Directors shall be distributed by the Secretary to all Directors. In the absence of extenuating circumstances, minutes of all meetings of the Board of Directors shall be distributed within 10 days of the meeting.

2.3. Officers

2.3.1. Duties. The Board shall elect the following three Corporate Officers for terms of one year: the President, the Secretary and the Treasurer.
2.3.2. Election. The procedures listed below will govern election of Corporate Officers. After the new directors have been elected for the following year, the incumbent President shall appoint a committee with three Tellers of Election. The Tellers will accept nominations for the new officers and conduct the election. Only Directors for the following year can be nominated and vote in the election of Officers for the following year.

2.4. Vacancies

2.4.1. Directors. The Board shall appoint a replacement to fill any vacancies on the Board for the remainder of the year. If the original term does not expire at the end of the year, an additional Director will be elected during the regular election of the Board to serve for the remainder of the term.
2.4.2 Officers. Should the office of the President, Secretary or Treasurer becomes vacated, the Board shall elect a replacement to serve for the remainder of the term.

2.5. Questions

The Board shall give Directors of the Board reasonable opportunities to express their views on questions to the Society. Upon petition of ten percent of the Directors of the Board or by decision of the Board, a question to the Society shall be submitted without undue delay by the Secretary to a ballot of the Society by mail or electronic mail as provided in the Bylaws. The vote of a majority of the Members balloting, if the number of Members balloting is more than twenty percent of all Members of the Society, shall be binding upon the Board, except where a larger vote is required by law and except in the case of an amendment to this Constitution or the Certificate of Incorporation.

2.6. Annual Report

The Board shall report annually to the members of the Society either by mail or through the medium of one of the Society’s publications which is sent to all members.

2.7 Annual Budget

Each year the Board shall adopt an annual budget for the guidance of the fiscal affairs of the Society for the following fiscal year.

3. Executive Committee

3.1. How Constituted

The Executive Committee shall comprise the President, the Secretary, the Treasurer, past presidents who served during the previous three years or whose terms as elected board director expired during the previous three years, and other members appointed by the President with the approval of the board. The terms of office of members of the Executive Committee shall coincide with the fiscal year of the ISIF.

3.2. Action of the Executive Committee

Unless otherwise provided in the Not-for-Profit Corporation Law of the State of California, the proportion of votes of the members of the Executive Committee that shall be necessary for transaction of any item of business shall be the same as the proportion applicable to the Board of Directors for the same item of business.

3.3. Authority to Act Without Meeting

Any resolution adopted by majority vote of the members of the Executive Committee after due notice to each of its members shall be deemed and considered the act of the Executive Committee as though adopted at an actual meeting of the Committee whether or not on the occasion of the vote there was an actual meeting of the Committee. The notice and the voting of the members of the Committee may be by mail, telephone, telegraph, electronic mail, or personally, or by any combination of these, and notice by mail or telegraph shall be deemed given when sent to the Committee member's last mailing address. A record of the notice and of the voting and of the manner in which the action was taken shall be noted in the minutes of the Committee.

3.4. Quorum

A majority of the voting members of the Executive Committee shall constitute a quorum.

3.5. Functions

The Executive Committee shall make such rules and regulations as from time to time it may deem proper for its own governance and for the duly authorized transaction of business of the ISIF. At all times between Board of Directors meetings, the Executive Committee shall have all the powers and duties of the Board of Directors except as to such matters not permitted to be delegated to the Executive Committee pursuant to the California Not-for-Profit Corporation Law and as to such other matters that the Board has, by resolution, expressly reserved to itself.

3.6. Duties and Responsibilities

The Executive Committee may divide its duties and responsibilities among its members as it sees fit and conduct its business as it finds necessary. The President shall appoint certain of its members as Vice-Presidents charged with functional supervision of activities such as conferences, technical activities, publications, and membership. In addition, the President shall appoint an Executive Vice President who shall be responsible for broad corporate matters, including administration, and may appoint such ad hoc committees as may be required from time to time in the discharge of his/her duties.

3.7. Policy Recommendations

The Executive Committee shall be charged with broadly considering ISIF policies and making appropriate recommendations to the Board of Directors on its own initiative.

4. Committees

4.1. Standing versus Ad Hoc Committees

There shall be two classes of committees: Standing Committees shall be established by the Board or Executive Committee and have a continuing long-term purpose. Ad hoc committees may be established by the Board, Executive Committee or the President with a short-term purpose and are to be dissolved when their duties have been performed. All committees shall be subject to instructions from the Executive Committee and shall make recommendations to them.

Where Vice Presidents for the activities of the committees have been appointed, the Vice-Presidents shall serve as Chairs of the Committees. Since the areas of responsibility of some committees may overlap, it is the intention of these Bylaws that the chairs of such committees cooperate with each other, in the best interests of the ISIF.

4.2. Authority, Structure, Tenure and Membership

Except as otherwise provided in the Constitution and Bylaws, (a) each chair of committees shall be appointed by the President with the consent of the Executive Committee; (b) the term of each committee chair shall be until terminated by the President, or until a new President takes office, whichever is sooner; and (c) resignations of committee chairs will be automatically effective when a new President takes place, but committee chairs will continue until a successor is appointed. In case of a vacancy on a Committee, it shall be filled in the same manner as for the original appointment.

Except in the case of (a) the Nominating Committee and the Election Committee; or (b) committees where the members have been designated by the President, Board or the Executive Committee, the committee chair, may appoint the members of the committee, designated subcommittees and appoint their chair and members. The committee chair shall determine the term of office of subcommittee members.

Except in the case of a committee established jointly with other organizations, all funds and other assets held by any committee is the property of ISIF. For committees established jointly with other organizations, the Executive Committee shall, subject to instructions from the Board, approve rules governing ISIF’s ownership of committee funds and other assets, and ISIF’s rights to such funds and assets upon dissolution of ISIF’s relationship with the committee.

4.3. Standing Committees

4.3.1. Conference Committee. The Conference Committee shall take an active role in proposing and conducting conferences whose execution is the responsibility of the ISIF. The Conference Committee shall seek approval from the Executive Committee of the times, places and methods by which such conferences take place. The Conference Committee, with the approval of the Executive Committee, shall also ensure that the best interests of the ISIF are maintained at other conferences with which the ISIF is affiliated.
4.3.2. Membership Committee. The Membership Committee shall create, promote and monitor appropriate and effective membership development programs to build ISIF membership. It shall emphasize the value and benefits of ISIF membership, involving all ISIF members in membership development activities, encourage, motivate and recognize volunteerism and ensure that the needs and concerns of members are measured and understood.
4.3.3. Publication Committee. The Publication Committee shall review and make recommendations to the Executive Committee on ISIF publication requirements, including all ISIF sponsored and affiliated publications, such as journals, proceedings, newsletters, web, and other media used for the publication of ISIF material.
4.3.4. Other standing committees that may be established by the Board or Executive Committee.

5. Nominations and Elections

5.1. Nominating Committee

The Nominating Committee shall be responsible for nominating candidates for the Board of Directors. The Nominating Committee shall be a standing committee consisting of three Members of the ISIF serving two-year terms. Nominating Committee members shall be appointed by the Executive Committee and confirmed by the Board. The Nominating Committee shall, as soon as possible elect a chair from among its members for a two-year term.

5.2. Elections Committee

The Elections Committee shall be responsible for coordinating and supervising the conduct of elections. The Elections Committee shall be a standing committee consisting of three Members of ISIF each chosen for a three-year term. The terms shall be staggered so that each year one new member shall replace a retiring member of the Committee. The appointment of a Member to the Elections Committee shall be made by the President not later July 1 each year, and confirmed by the Executive Committee. Member terms shall begin July 1. As soon as possible after July 1 each year, the Elections Committee shall choose one of its members to be Chair for the new term, effective immediately.

5.3. Nominations

The Nominating Committee shall, on or before August 1 of each year, nominate Members for Director positions to be filled in the forthcoming elections. The Nominating Committee shall make every effort to ensure nominations on a worldwide basis. There shall be at least two more nominees than there are positions to be filled in the forthcoming election, and at most twice as many nominees as there are positions to be filled.

5.4. Elections

Each Member shall be allowed to vote for as many candidates as there are vacancies. The vacancies shall then be filled by taking first the candidate receiving the largest number of votes, second, the candidate receiving the next largest number of votes, and so on, until all the vacancies are filled. In the event that there are vacancies with different term periods, the vacancies for the longer term shall be filled first.

5.5. Notice to Members, Ballots

The Nominating Committee shall publish a notice of nominees for Board Director positions to all Members on or before August 1 of each year. Candidates may also be nominated before September 1 by a petition of at least 5 percent of the Members of ISIF, by notice to the Elections Committee accompanied by a written statement from the nominee that the nominee is willing to stand for election. No candidate shall be concurrently a member of the Elections Committee. The ballots shall be mailed no later than September 8. Electronic mailing of the ballot is acceptable.

5.6. Policy and Procedures on Nominations and Elections

There shall be a document called the “Policy and Procedures on Nominations and Elections” maintained by the Board with the advice of the Executive Committee, the Nominating Committee and the Elections Committee. This document shall set forth, in one place, the relevant sections of the Constitution and Bylaws, the policy set by the Board for nominations and elections, and the procedures for implementing this policy. All candidates will be bound by the policy and procedures set forth in this document.

6. Financial Safeguards

6.1. The Board shall appoint a certified public accountant to review annually the books and accounts of the ISIF.

6.2. Withdrawal of Funds of Deposit
Checks and withdrawal slips executed in the name of the ISIF must be drawn over the signatures of both the Secretary and Treasurer. The Secretary and Treasurer may delegate these authorities to a member of the Executive Committee appointed by the President for withdrawals up to a designated dollar amount. The designated dollar amount will be specified in the letter of delegation.

7. Questions of Importance

7.1. Scope

Questions of importance may include any question relating to the policies or public position of the ISIF, changes in the Constitution, affiliation with other societies, or the holding of business meetings.

7.2. Lead Petitioner

The person who transmits the petition to the ISIF will be considered the lead petitioner for the purpose of formal communication between the petitioners and ISIF.

7.3. Submission to Members

A notice mailed by the Secretary to all members of the ISIF asking them plainly for their views on a given question of importance is declared to be a reasonable opportunity under 2.5 of the Bylaw, provided replies are collected for 30 days following the mailing of such notice and are presented to the Board for inspection. If the question of importance is submitted for the purpose of taking a vote on the question, the provisions of Bylaw 9 shall apply.

8. Meetings

8.1 Meetings of Members

Meetings of all classes of members of the ISIF may be held at such times and at such places as may be determined by a vote of the Members of the ISIF pursuant to Bylaw 7 and 9 or by the Board.

8.2. Attendance at Board Meetings

Any interested member of the ISIF may attend meetings of the Board and may take part in discussion but not vote.

8.3. Order of Business

At actual business of technical meetings of the ISIF at which the actual attendance of members is contemplated, the order of business shall be in accordance with an agenda distributed in advance, but such agenda shall be subject to alteration or suspension at the meeting by a majority vote of the Members present. Unless Board has previously approved an alternative procedure, Robert’s Rules of Order will prevail.

8.4. Notice of Meeting of Board and Executive Committee

Regularly scheduled meetings of the Board or of the Executive Committee may be held without further notice; other meetings may be held on ten days’ notice, which shall be deemed to have been given when properly mailed (including electronic mail) ten days prior to the meeting. Lack of timely notice may be waived by any member of the Board or of the Executive Committee.

8.5. Board or Executive Committee Ballots

Mail ballots may be used for urgent and pro-forma motions. Electronic mail will be the primary medium except when there are legal requirements for signed action. The ballot material will contain a justification of urgency or of the motion’s pro-forma nature and will specific an interval for voting after adequate time for discussion. The ballot will permit an affirmative, negative, or abstaining vote.

A Board or Executive Committee member can move to postpone the vote, in which case an immediate ballot will be sent out on the motion to postpone. If the motion to postpone does not carry, the original ballot process will be completed. Only one motion on postponement may be considered.

9. Ballots

9.1. Mailing

Ballots for elections or for referendums shall be sent out under the supervision of the Elections Committee as instructed by the Board. They shall be mailed to the last address of each Member of ISIF. The last date for mailing shall be fixed by the Board, or by the Executive Committee as instructed by the Board. Any ballot mailed to Members shall state the last date for receipt of a voted ballot by the Elections Committee, and shall remind the Member of the requirements for properly returning the ballot to the Elections Committee. The ballot shall state the day and hour of counting, but such time may be deferred by the Board if pursuant to 9.2 of this Bylaw the Board extends the time for receipt of ballots. Electronic mail will be the primary medium for mailing.

9.2. Return and Counting

The last date for receipt of a ballot shall be at least 20 days after the last date for mailing. All ballots shall be returned to the address specified in the ballot instructions approved by the Elections Committee.

No ballots delivered after the last date for receipt shall be counted unless such date is extended by the Board. The ballot of a Member whose dues are in arrears shall not be counted. All other ballots and votes shall be counted as valid. Unless otherwise specified in the Constitution or Bylaws, a plurality of the valid votes shall decide a question or elect a candidate.

9.3. Certification

The Elections Committee shall be responsible for the final certification of each election.

9.4. Ties

In the case of any ties on balloting questions, the issues shall be decided by the Board. The outcome of a ballot shall be reported to the ISIF.

10. Suspension of Bylaws

The Board, by the same majority which is required to amend a bylaw, may temporarily suspend one or more requirements of one or more bylaws. A motion for such suspension must include a list of all the provisions to be suspended, the reason for the suspension and the period of time during which the suspension will be in force.

11. Indemnification

In consideration of their serving as Directors or members of the Executive Committee, to the extent permitted by law, the ISIF shall indemnify any Director or Executive Committee member or former Director or Executive Committee member of the ISIF, or any person who shall have served at its request as a Director or Executive Committee member against reasonable expenses, including attorney’s fees and judgments, actually incurred in connection with the defense of any action, suit, or proceeding to which the Director or Executive Committee member is made a party by virtue of actions taken while such a Director or Executive Committee member, provided that such actions are not found by the Board or Executive Committee to have been taken in bad faith. The foregoing right in indemnification shall not be exclusive of other rights to which any Director or Executive Committee member may be entitled.