BYLAWS OF THE NORTH AMERICAN CATALYSIS SOCIETY

 
Ver­sion of April 2013 Approved by the Mem­ber­ship
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We, the mem­bers hereof, asso­ciate our­selves for these pur­poses: to pro­mote and encour­age the growth and devel­op­ment of the sci­ence of catal­y­sis and those sci­en­tific dis­ci­plines ancil­lary thereto; to orga­nize and par­tic­i­pate in pro­fes­sional meet­ings of sci­en­tists; to report, dis­cuss and exchange infor­ma­tion and view­points in the field of catal­y­sis; to serve as a cen­tral exchange for the sev­eral catal­y­sis club(s)/society(ies) (here­after referred to as soci­eties) con­cern­ing infor­ma­tion on their activ­i­ties; and to pro­vide liai­son with for­eign catal­y­sis soci­eties, with the Inter­na­tional Asso­ci­a­tion of Catal­y­sis Soci­eties, and with other sci­en­tific orga­ni­za­tions and individuals.

ARTICLE I — Name

  • Sec­tion 1. The name of this cor­po­ra­tion shall be: The North Amer­i­can Catal­y­sis Soci­ety, (NACS).

ARTICLE II — Membership

  • Sec­tion 1. Any per­son from North Amer­ica asso­ci­ated, directly or indi­rectly, with the fields of endeavor referred to in the pur­pose clause of these Bylaws, shall be eli­gi­ble for full membership.
  • Sec­tion 2. All mem­bers of any affil­i­ated North Amer­i­can catal­y­sis society(ies) shall become indi­vid­ual mem­bers of the NACS in the event of an appro­pri­ate res­o­lu­tion of affil­i­a­tion enacted by the Exec­u­tive Board of sim­i­lar gov­ern­ing body of such catal­y­sis society(ies), as here­inafter provided.
  • Sec­tion 3. Any North Amer­i­can catal­y­sis society(ies) in exis­tence at the time of the adop­tion of these Bylaws may there­after affil­i­ate with the NACS by res­o­lu­tion of its Exec­u­tive board or sim­i­lar gov­ern­ing body.
  • Sec­tion 4. Any North Amer­i­can catal­y­sis society(ies) founded after the adop­tion of these Bylaws may affil­i­ate with the NACS by res­o­lu­tion of its Exec­u­tive Board or sim­i­lar gov­ern­ing body, but only after being invited to do so by the Board of Direc­tors of the NACS.
  • Sec­tion 5. Noth­ing herein shall pre­clude mem­bers of any catal­y­sis society(ies) from becom­ing indi­vid­ual mem­bers of the (NACS), notwith­stand­ing that such catal­y­sis society(ies) may not have been invited to affil­i­ate with the NACS.
  • Sec­tion 6. Per­sons from out­side North Amer­ica may indi­cate their inter­ests in join­ing NACS as Asso­ciate Mem­bers. As Asso­ciate Mem­bers they do not have to pay dues, and they are not eli­gi­ble to vote on elec­tions and other mat­ters per­tain­ing to the NACS.
  • Sec­tion 7. The local clubs shall be enti­ties that are sep­a­rate from the NACS.

ARTICLE III — Dues, Finances and Compensation

  • Sec­tion 1. Mem­ber­ship fees shall be paid in such amounts and for such peri­ods as shall be deter­mined by the Board of Directors.
  • Sec­tion 2. The fis­cal year of the NACS shall end on Decem­ber 31.
  • Sec­tion 3. No com­pen­sa­tion shall be paid to any offi­cers or direc­tors for their ser­vices ren­dered to the NACS in such capac­i­ties; pro­vided, how­ever, that this shall not pre­clude such offi­cers and direc­tors from being reim­bursed for expenses incurred by them in the con­duct of their activ­i­ties in such capac­i­ties, at the dis­cre­tion of the Board of Directors.

ARTICLE IV — Location

  • Sec­tion 1. The reg­is­tered office of the NACS shall be located within the Com­mon­wealth of Penn­syl­va­nia, at such place as shall be deter­mined by the Board of Direc­tors. The prin­ci­pal office of the NACS shall be located at such place as shall be deter­mined by the Board of Direc­tors with­out restric­tion as to jurisdiction.

ARTICLE V — Officers

  • Sec­tion 1. The offi­cers of the NACS shall con­sist of a Pres­i­dent, Vice-President, Sec­re­tary, Trea­surer, Lead Trustee and Com­mu­ni­ca­tions Director.
  • Sec­tion 2. No one per­son shall be enti­tled to hold two office posi­tions at any one time.
  • Sec­tion 3. Only mem­bers of the NACS shall be eli­gi­ble for elec­tion to office.

ARTICLE VI — Duties of Officers

  • Sec­tion 1. The Pres­i­dent shall be the chief exec­u­tive offi­cer of the NACS and shall pre­side at all meet­ings of the mem­ber­ship and/or the direc­tors; he/she shall call all meet­ings of the direc­tors; he/she shall have gen­eral and active man­age­ment of the busi­ness of the NACS and shall, either directly or by del­e­ga­tion, see that all orders and res­o­lu­tions of the Board of Direc­tors and that all duties of the offi­cers are prop­erly per­formed; he/she shall sub­mit interim reports of the oper­a­tion of the NACS to the mem­ber­ship as and when meet­ings of the mem­ber­ship shall be held and to the Board of Direc­tors at their var­i­ous meet­ings as here­inafter pro­vided; he/she shall appoint all com­mit­tees except as herein oth­er­wise pro­vided, and he/she shall be an ex-officio mem­ber of all com­mit­tees so appointed; he/she may del­e­gate the per­for­mance of any of the fore­go­ing; he/she shall exe­cute any and all con­tracts and other doc­u­ments in behalf of the NACS pur­suant to author­ity del­e­gated to him/her for such pur­poses by res­o­lu­tion duly adopted by the Board of Direc­tors, and he/she shall per­form such other duties as may be pre­scribed by the Board of Direc­tors from time to time.
  • Sec­tion 2. The Vice-President shall per­form all duties of the office of Pres­i­dent in the latter’s absence, inca­pac­ity or arbi­trary refusal to act, and, when so act­ing, shall have all pow­ers of and be sub­ject to all restric­tions upon the office of Pres­i­dent. Fur­ther, he/she shall per­form such other duties as may be pre­scribed by the Board of Direc­tors or by the Pres­i­dent, from time to time.
  • Sec­tion 3. The Sec­re­tary shall attend all meet­ings of the Board of Direc­tors and of the mem­ber­ship and shall per­form the fol­low­ing var­i­ous duties: he/she shall main­tain a list of the mem­ber­ship and their addresses; he/she shall record min­utes of all meet­ings in a book to be main­tained for that pur­pose and, when required, shall per­form a sim­i­lar ser­vice for all stand­ing com­mit­tees; he/she shall send to the Board of Direc­tors and/or to the mem­ber­ship all notices as to the busi­ness of the NACS and as to the time, date and place of all meet­ings to be held of the Board of Direc­tors and/or of the mem­ber­ship, respec­tively; he/she shall engage in, and main­tain records of, all cor­re­spon­dence as required by the busi­ness of the NACS; he/she shall be the cus­to­dian of the cor­po­rate seal and of all books and records of the (NACS), except as herein oth­er­wise pro­vided; he/she shall attest any and all con­tracts and other doc­u­ments, and shall affix the cor­po­rate seal as nec­es­sary, in behalf of the NACS pur­suant to author­ity del­e­gated to him/her for such pur­poses by res­o­lu­tion duly adopted by the Board of Direc­tors or by the Pres­i­dent, from time to time. In the event of the Secretary’s absence, inca­pac­ity of arbi­trary refusal to act, his/her duties shall be per­formed by a Sec­re­tary Pro Tem appointed by the Board of Direc­tors or by the President.
  • Sec­tion 4. The Trea­surer shall be the cus­to­dian of all funds as well as finan­cial books and records of the NACS and shall deposit all such funds in the name of the NACS in such depos­i­tory or depos­i­to­ries as shall be des­ig­nated by the Board of Direc­tors; he/she shall col­lect and receive all fees, con­tri­bu­tions and grants paid to the NACS; he/she shall pay all vouch­ers and oblig­a­tions pur­suant to author­ity duly granted to him/her by the Pres­i­dent and Sec­re­tary or be res­o­lu­tion of the Board of Direc­tors; he/she shall pre­pare and sub­mit com­plete an accu­rate interim finan­cial reports of the finances of the NACS as and when meet­ings may be held, as well as to the Board of Direc­tors at any time upon request there­from, and he/she shall per­form such other duties as may be pre­scribed by the Board of Direc­tors or by the Pres­i­dent, from time to time.
  • Sec­tion 5. The Lead Trustee shall mon­i­tor and assign vari­ety of invest­ment vehi­cles with input from trustees; lead sub-committee (of trustees, Pres­i­dent and Trea­surer) that reviews invest­ment deci­sions; review invest­ment strat­egy (bian­nual); gen­er­ate annual finan­cial report by March 15 for IRS report­ing; and with accoun­tant pre­pare 990 tax form and sub­mit to IRS by May 15 of each year.
  • Sec­tion 6. The Com­mu­ni­ca­tions Direc­tion shall main­tain and add new con­tent in the NACS web­site; renew web­site domain name as sched­uled by pay­ments in register.com; pub­lish a Newslet­ters with a tar­get of four issues per year; main­tain a list of cur­rent mem­bers from local Clubs; main­tain an email dis­tri­b­u­tion list of mem­bers; update dis­tri­b­u­tion list in mail server as needed; pro­vide mail­ing list for rental on a fee per use basis to cus­tomers; admin­is­ter elec­tronic elec­tions for Director-at-Large every 4 years or other events as needed; and arrange con­tract for elec­tronic web­site for vot­ing and gen­er­ate user­names and pass­words for elec­tronic ballots.

ARTICLE VII — Bonds

  • Sec­tion 1. The Board of Direc­tors may require any of the offi­cers to be bonded at such times and for such amounts as it shall deem necessary.
  • Sec­tion 2. The Board of Direc­tors may require the administrators(trustees) of the Keith Hall Edu­ca­tional Fund and any out­side pro­fes­sional who assumes an active role in admin­is­ter­ing the pro­ceeds of the Fund to be bonded.

ARTICLE VIII — Board of Directors

  • Sec­tion 1. The Board of Direc­tors shall con­sist of mem­bers elected by the affil­i­ated catal­y­sis society(ies), one from each, six (6) mem­bers elected from the mem­bers elected at large by the mem­ber­ship of the (NACS), and any offi­cers (elected by the Board) who are not already mem­bers of the Board.
  • Sec­tion 2. Only mem­bers of the NACS shall be eli­gi­ble for elec­tion to the Board of Directors.

ARTICLE IX — Duties and Pow­ers of the Board of Directors

  • Sec­tion 1. The prop­erty and busi­ness of the NACS shall be man­aged by the Board of Directors.
  • Sec­tion 2. In addi­tion to the gen­eral pow­ers of the Board of Direc­tors exist­ing by virtue of their office, the pow­ers and author­ity expressly given by law, by the terms of the Arti­cles of Incor­po­ra­tion of the (NACS), and else­where in these Bylaws, the fol­low­ing spe­cific pow­ers are expressly con­ferred on the Board of Directors.

    To appoint and/or remove any and all agents, ser­vants or employ­ees of the (NACS), other than the mem­bers of the Board of Direc­tors and the offi­cers, and to deter­mine their duties and salaries, as well as to del­e­gate such pow­ers to an offi­cer of the NACS; to autho­rize the nego­ti­at­ing and exe­cut­ing of all con­tracts, doc­u­ments and instru­ments appro­pri­ate for the proper oper­a­tion of the NACS; to del­e­gate any pow­ers of the Board of Direc­tors to any com­mit­tee of Board mem­bers, not less than two (2) in num­ber, for so long and under such terms as the Board may deter­mine; to estab­lish poli­cies of the NACS and to direct the exe­cu­tion of the same, pur­suant to the pur­poses of the (NACS), and gen­er­ally to do all law­ful acts and things as are not herein oth­er­wise del­e­gated or directed to be done by the mem­ber­ship or offi­cers of the NACS.

ARTICLE X — Meet­ings of the Board of Directors

  • Sec­tion 1. The Board of Direc­tors shall meet at least annu­ally at the call of the Pres­i­dent. In addi­tion, the Board of Direc­tors shall meet inter­mit­tently at such times and places as may be set by res­o­lu­tion duly adopted at duly con­vened meet­ings of the Board of Directors.
  • Sec­tion 2. Spe­cial meet­ings of the Board of Direc­tors shall be called by the Pres­i­dent and/or Sec­re­tary as and when they or either of them shall deem it nec­es­sary, or upon the signed writ­ten request of any three (3) mem­bers of the Board of Direc­tors, the times and places of such spe­cial meet­ings to be deter­mined by the offi­cer call­ing the same.
  • Sec­tion 3. The Sec­re­tary shall send to each mem­ber of the Board of Direc­tors, at least one (1) week’s prior writ­ten notice of any spe­cial meet­ing and at least ten (10) days prior writ­ten notice of any annual or inter­mit­tent meeting.
  • Sec­tion 4. Not with­stand­ing Arti­cle 20, the Pro­vi­sions of the ARTICLE may be amended at any reg­u­lar duly con­vened meet­ing by a major­ity vote of the mem­bers of the Board of Direc­tors present and vot­ing at such meeting.

ARTICLE XI — Meet­ings of the Membership

  • Sec­tion 1. Meet­ings of the mem­ber­ship in gen­eral shall be held at such times and places as shall be deter­mined by the Board of Directors.
  • Sec­tion 2. Notices of the meet­ings of the mem­ber­ship in gen­eral shall be given to each mem­ber at least thirty (30) days in advance of the date of such meet­ing, pro­vided that the pay­ment of such member’s mem­ber­ship fee is not then in default.
  • Sec­tion 3. Loca­tion of national bien­nial tech­ni­cal meet­ings of the NACS shall rotate around the mem­ber­ship clubs. For this pur­pose these meet­ings shall be oper­ated by the local soci­ety. For these meet­ings the NACS shall be respon­si­ble for the selec­tion of the meet­ing orga­niz­ers. For this meet­ing, the oper­at­ing local soci­ety has an “agency” (as defined by the US IRS in 2000) rela­tion­ship with the NACS for the orga­ni­za­tion and oper­a­tion of the meeting.

ARTICLE XII — Notices

  • Sec­tion 1. Notices of all meet­ings of the mem­ber­ship and of the Board of Direc­tors shall be mailed to each mem­ber of the NACS or of the Board of Direc­tors, addressed to such mem­bers or direc­tors lat­est addresses, as recorded in the books of the NACS.
  • Sec­tion 2. Atten­dance by a mem­ber or by a Direc­tor at any meet­ing shall con­sti­tute a waiver of notice of such meet­ing, except where atten­dance at such meet­ing is for the express pur­pose of object­ing to the trans­ac­tion of busi­ness because said meet­ing was allegedly not law­fully or duly called or con­vened, and where such objec­tion is made imme­di­ately fol­low­ing the con­ven­ing of such meeting.
  • Sec­tion 3. Any notice may be waived in writ­ing, signed by the per­son or per­sons enti­tled thereto, either before or after the time and date stated therein, and such waiver shall be entered into the min­utes of the meet­ing held pur­suant to such waiver of notice.
  • Sec­tion 4. Nei­ther the busi­ness to be trans­acted at, nor the pur­pose of any mem­ber­ship meet­ing, or any annual or inter­mit­tent meet­ing of the Board of Direc­tors, need be stated in any notice or waiver of notice of such meet­ing unless oth­er­wise specif­i­cally required by law or by these Bylaws. Notice of any spe­cial meet­ing of the Board of Direc­tors shall con­tain the pur­pose of, and a brief descrip­tion of the busi­ness to be trans­acted by such meeting.

ARTICLE XIII — Nom­i­na­tions, Elec­tions and Terms of Office

  • Sec­tion 1. The mem­bers of the Board of Direc­tors to be elected by the mem­ber­ship at large shall be elected from a slate of not fewer than ten (10) nom­i­nees selected by the Nom­i­na­tions Com­mit­tee, appointed by the Pres­i­dent. Elec­tion shall be by elec­tronic bal­lot of the mem­ber­ship of the NACS. Any mem­ber of the NACS shall be added to the slate upon receipt by the Pres­i­dent of the (NACS), no more than one-half of whom shall be mem­bers of any one affil­i­ated catal­y­sis society(ies), pro­vided that the peti­tion shall be received by the Pres­i­dent prior to the first of Jan­u­ary of the year in which new mem­bers of the Board of Direc­tors are to be elected. Elec­tion shall be by plu­ral­ity vote. The elected at-large mem­bers of the Board of Direc­tors will be seated at the next meet­ing of the Board of Direc­tors and will be the at-large mem­bers who vote for the elec­tion of new officers.
  • Sec­tion 2. The one (1) mem­ber of the Board of Direc­tors from each affil­i­ated catal­y­sis society(ies) shall be elected by the respec­tive catal­y­sis society(ies) in accor­dance with its inter­nal procedures.
  • Sec­tion 3. Nom­i­na­tions for the offi­cers shall be made at a Board meet­ing and elected by the Board of Direc­tors at a meet­ing of such Board con­vened with rea­son­able dis­patch after the elec­tion of such Board. The offi­cers shall take office on July 1, 2001, and every four years thereafter.
  • Sec­tion 4. The term of office for all offi­cers and mem­bers of the Board of Direc­tors shall be four (4) years. All offi­cers and mem­bers of the Board of Direc­tors shall con­tinue in their respec­tive capac­i­ties until their suc­ces­sors are elected.
  • Sec­tion 5. Any vacan­cies in the Board of Direc­tors or among the offi­cers aris­ing by rea­son of death or res­ig­na­tion, shall be filled for the unex­pired term by a major­ity vote of the remain­ing mem­bers of the Board of Direc­tors present and vot­ing at the first meet­ing held after such death or res­ig­na­tion. In the event that the Pres­i­dent is no longer able to serve (for rea­sons of death or res­ig­na­tion), the Vice-President shall assume his/her duties until a meet­ing of the Board of Direc­tors within 2 months of the loss of the elected Pres­i­dent. In the event that nei­ther the Pres­i­dent nor the Vice Pres­i­dent is able to serve, the Exec­u­tive Com­mit­tee shall elect one of its mem­bers to serve as the oper­at­ing offi­cer (by major­ity vot­ing) until an emer­gency meet­ing of the Board of Direc­tors can be con­vened (within 2 months of the vacancies).
  • Sec­tion 6. Elec­tion of offi­cers and of mem­bers of the Board of Direc­tors shall be by closed, writ­ten bal­lot, whether sub­mit­ted at a meet­ing or by mail.
  • Sec­tion 7. Any mem­ber who shall have paid his/her dues shall be eli­gi­ble to hold office in the (NACS), whether as an offi­cer or as a mem­ber of the Board of Directors.

ARTICLE XIV — Quorum

  • Sec­tion 1. A quo­rum for the pur­pose of hold­ing a meet­ing of the mem­ber­ship gen­er­ally shall con­sist of such mem­bers as shall be in atten­dance at the time and place when such meet­ing is to convene.
  • Sec­tion 2. A quo­rum for the pur­pose of hold­ing any meet­ing of the Board of Direc­tors shall con­sist of a major­ity of all of the mem­bers of the Board, exclu­sive of any mem­ber who may have resigned or died. If a quo­rum is unavail­able for any meet­ing of the Board of Direc­tors, that meet­ing shall be adjourned to a new time and place, due notice of which shall be given to the mem­bers of the Board of Direc­tors, in which event a quo­rum, for pur­poses of the said adjourned meet­ing, shall con­sist of such mem­bers of the Board of Direc­tors as shall be in atten­dance at the time and place when such adjourned meet­ing is to convene.

ARTICLE XV — Voting

  • Sec­tion 1. All mat­ters to be voted upon by the gen­eral mem­ber­ship, other than elec­tion to the Board of Direc­tors, shall be deter­mined by major­ity vote of the mem­bers voting.
  • Sec­tion 2. The act of the major­ity of the mem­bers of the Board of Direc­tors present at a meet­ing of the direc­tors at which a quo­rum is present shall be the act of the Board. Mem­bers of the Board of Direc­tors may par­tic­i­pate in a meet­ing of the Board by means of con­fer­ence tele­phone or sim­i­lar communica­tions equip­ment whereby all per­sons par­tic­i­pat­ing in the meet­ing can hear each other, and par­tic­i­pa­tion in a meet­ing in this man­ner shall con­sti­tute pres­ence in per­son at the meet­ing. In the absence of a meet­ing by a major­ity of the mem­bers of the Board, res­o­lu­tions can be enacted by a major­ity writ­ten con­sent of all the mem­bers of the Board.
  • Sec­tion 3. Each mem­ber of the Board of Direc­tors shall be enti­tled to one (1) vote in such capac­ity at the meet­ing of the Board, and each mem­ber of the NACS shall be enti­tled to one (1) vote in such capacity.
  • Sec­tion 4. Proxy vot­ing at mem­ber­ship shall be per­mit­ted, pro­vided that such proxy is exe­cuted in writ­ing by the indi­vid­ual enti­tled to cast such vote and pro­vided such proxy spec­i­fies the meet­ing at, or the dura­tion for which, such proxy shall be effective.
  • Sec­tion 5. Mail bal­lot­ing at mem­ber­ship meet­ings shall be per­mit­ted, pro­vided that such mail bal­lot is signed by the mem­ber enti­tled to cast such vote. If the mat­ter being voted upon is to be the sub­ject of a mem­ber­ship meet­ing, such mail bal­lot shall be valid only if received no later than the con­ven­ing of such meet­ing. If the mat­ter being voted upon is the sub­ject of a gen­eral mail bal­lot only, such mail bal­lot shall be valid only if received no later than the date spec­i­fied for such pur­pose in the mate­r­ial pro­mul­gat­ing to the mem­ber­ship the sub­ject to be voted upon.

ARTICLE XVI — Inspec­tion of Books, Accounts and Records

  • Sec­tion 1. The books, accounts and records of the NACS shall be open for inspec­tion at any time by any offi­cer or mem­ber of the Board of Directors.
  • Sec­tion 2. The books, accounts and records of the NACS shall be open for inspec­tion by any mem­ber of the NACS at such rea­son­able times and places as may be des­ig­nated by res­o­lu­tion duly adopted by the Board of Direc­tors; pro­vided, how­ever, that the Board of Direc­tors shall des­ig­nate a time and place for the exam­i­na­tion of such books, accounts and records by the mem­ber­ship imme­di­ately prior to, dur­ing, or imme­di­ately fol­low­ing any mem­ber­ship meet­ing which may be held.

ARTICLE XVII — Committees

  • Sec­tion 1. The Pres­i­dent shall appoint the Nom­i­na­tions Com­mit­tee to sug­gest can­di­dates for offi­cers of the NACS; at the time of elec­tions of the offi­cers, addi­tional nom­i­na­tions may be received from those attend­ing the Board meeting.
  • Sec­tion 2. In addi­tion to such com­mit­tees as the Pres­i­dent may appoint pur­suant to these Bylaws, the Board of Direc­tors may estab­lish and appoint, from time to time, such addi­tional stand­ing and/or spe­cial com­mit­tees as it may deem appropriate.
  • Sec­tion 3. The Exec­u­tive Com­mit­tee shall be com­prised of elected offi­cers and key func­tional posi­tions within the NACS. Mem­bers of the Exec­u­tive Com­mit­tee shall be des­ig­nated by the Pres­i­dent, but should include: the Pres­i­dent, Vice-President, Sec­re­tary, Trea­surer, Lead Trustee of the Keith Hall Edu­ca­tional Fund, Com­mu­ni­ca­tions Direc­tor, Archivist and the most recent liv­ing past President.
  • Sec­tion 4. The Pres­i­dent may call a meet­ing of the Exec­u­tive Com­mit­tee to seek its advice.
  • Sec­tion 5. An Awards Com­mit­tee shall be appointed by the Pres­i­dent and led by the Vice Pres­i­dent, for the pur­pose of solic­it­ing sug­ges­tions for nom­i­na­tions for the pro­fes­sional award. This com­mit­tee should be selected in a man­ner to avoid con­flict of inter­ests in the award process.

ARTICLE XVIII — Cor­po­rate Seal

  • Sec­tion 1. The Sec­re­tary shall hold the Cor­po­rate Seal.

ARTICLE XIX — Amend­ments to Bylaws

  • Sec­tion 1. These Bylaws may be amended by a major­ity vote of the mem­bers vot­ing either (a) in per­son, by proxy or by mail bal­lot receive at a duly con­vened mem­ber­ship meet­ing of the (NACS), or (b) by elec­tronic bal­lot cir­cu­lated at the instance of the Board of Direc­tors, pro­vided that notice of the pro­posed amend­ment shall be con­tained in the notice of such duly con­vened meet­ing or in such elec­tronic bal­lot so circulated.

ARTICLE XX — Adop­tion of Bylaws

  • Sec­tion 1. These Bylaws shall be adopted by a major­ity of votes cast the gen­eral mem­ber­ship as herein pro­vided, and shall become effec­tive imme­di­ately thereafter.

ARTICLE XXI — Pro­ce­dural Requirements

  • Sec­tion 1. All meet­ings of the Board of Direc­tors and all meet­ings of the mem­ber­ship of the NACS shall be con­ducted pur­suant to Roberts’ Rules of Order, these Bylaws, and to any addi­tional rules adopted by such meet­ings not incon­sis­tent with either of the foregoing.

ARTICLE XXII — Pro­fes­sional Awards

  • Sec­tion 1. The NACS has estab­lished a series of pro­fes­sional awards for dis­tinc­tion in catal­y­sis. The Pres­i­dent is respon­si­ble for the selec­tion of a jury for each award, which shall be made up of estab­lished tech­nol­o­gists in catal­y­sis with­out hav­ing any con­flicts of inter­est in the nom­i­na­tions or award process. Each jury shall be made up of at least 3 per­sons appointed by the Pres­i­dent. Their deci­sions shall be con­fi­den­tial and reported only to the Pres­i­dent, who then tal­lies the vot­ing, and noti­fies the winner.

ARTICLE XXIII — Keith Hall Edu­ca­tional Fund

  • Sec­tion 1. Within NACS shall be the Keith Hall Edu­ca­tional Fund (Fund), dis­burse­ments from only the net income of which shall be made for the sup­port and main­te­nance of the tax-exempt activ­i­ties of (NACS), includ­ing but not lim­ited to national lec­ture­ships, sem­i­nars and sym­posia, assis­tance for atten­dance at national meet­ings of NACS for grad­u­ate stu­dents or post-doctoral fel­lows, and award rec­og­niz­ing con­tri­bu­tions to the fur­ther­ance of the field of catal­y­sis. Although the Fund shall be sub­ject to the ulti­mate admin­is­tra­tion of the Board of Direc­tors of (NACS), it may be admin­is­tered on a day-to-day basis by “trustees,” who shall be appointed by the Pres­i­dent of NACS for stag­gered 6 year terms, with the con­cur­rence of the Exec­u­tive Com­mit­tee of NACS. One of these trustees shall be des­ig­nated by the Pres­i­dent as the Lead Trustee, who shall be respon­si­ble for report­ing the sta­tus of the Fund on a quar­terly basis to the Pres­i­dent and to the Board on an annual basis. These trustees shall receive, hold, invest, and rein­vest the assets of the Fund.
  • Sec­tion 2. The Pres­i­dent is empow­ered to replace an appointed trustee for due cause sub­ject to the approval of a major­ity of the Exec­u­tive com­mit­tee and con­fir­ma­tion by the Board of Directors.

ARTICLE XXIV — Restric­tions and Interpretation

  • Sec­tion 1. No part of the net earn­ings of NACS shall inure to the ben­e­fit of, or be dis­trib­utable to, its mem­bers, direc­tors, offi­cers, or other pri­vate per­sons, except that NACS shall be autho­rized and empow­ered to pay out of pocket expenses for ser­vices ren­dered and to make pay­ments and dis­tri­b­u­tions in fur­ther­ance of the pur­poses of NACS. Approval of the Pres­i­dent is required for such expenses, which are to be reported to the Board at its annual meeting.
  • Sec­tion 2. No sub­stan­tial part of the activ­i­ties of NACS shall be the car­ry­ing on of pro­pa­ganda, or oth­er­wise attempt­ing to influ­ence leg­is­la­tion. NACS shall be empow­ered to make the elec­tion pro­vided by IRC § 501(h). NACS shall not par­tic­i­pate in, or inter­vene in (includ­ing the pub­lish­ing or dis­tri­b­u­tion of state­ments) any polit­i­cal cam­paign on behalf of or in oppo­si­tion to any can­di­date for pub­lic office.
  • Sec­tion 3. Notwith­stand­ing any other pro­vi­sions of these Bylaws or the Arti­cles of Incor­po­ra­tion, NACS shall not carry on any activ­i­ties not per­mit­ted to be car­ried on (i) by a cor­po­ra­tion exempt from fed­eral income tax under IRC § 501(a) by rea­son of descrip­tion in IRC §501©(3), or (ii) by a cor­po­ra­tion, con­tri­bu­tions to which are deductible under IRC § 170©(2).

ARTICLE XXV — Dissolution

  • Sec­tion 1. Upon the dis­so­lu­tion of (NACS), the Board of Direc­tors shall, after pay­ing or mak­ing pro­vi­sions for the pay­ment of all of the lia­bil­i­ties of (NACS), dis­pose of all of the assets of NACS exclu­sively for one or more of the pur­poses of NACS which may include dis­tri­b­u­tion to an orga­ni­za­tion or orga­ni­za­tions orga­nized and oper­ated exclu­sively for one or more of such pur­poses, or shall dis­trib­ute all of the assets of NACS to the fed­eral gov­ern­ment, or to a state or local gov­ern­ment, for a pub­lic pur­pose. Any assets not so dis­posed of shall be dis­posed of by the Cir­cuit Court of the county in which the prin­ci­pal office of NACS is then located, exclu­sively for such pur­poses or to such orga­ni­za­tion or orga­ni­za­tions, as said court shall deter­mine, which are orga­nized and oper­ated exclu­sively for one or more of the pur­poses of NACS.