Below is an overview of the pro­posed amend­ments, as well as a ratio­nale for each one of them, fol­lowed by the full text of the by-laws. The ratio­nal to amend the by-laws was cod­ed using a blue-ital­ic font, dele­tions were strike-through and amend­ments were cod­ed using an ital­ic font high­light­ed in yel­low. View the Let­ter form the Pres­i­dent for more infor­ma­tion. A PDF ver­sion of this doc­u­ment is avail­able at Pro­posed By-laws — Feb­ru­ary 2013.
 

AMENDMENTS

ARTICLE V

Sec­tion 2. No one per­son shall be enti­tled to hold two office posi­tions at any one time.
Pro­pos­al: Extend the exclu­sion from hold­ing two office posi­tions to all such positions
Ratio­nale: Apply this con­sis­tent­ly to all offi­cers, not just to the Pres­i­dent and Sec­re­tary, as cur­rent­ly stated.

ARTICLE VIII

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.

ARTICLE XIII

Sec­tion 1. The at-large 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.
Pro­pos­al: Increase num­ber of Direc­tors-at-Large from 4 to 6 and the required num­ber of can­di­dates from 7 to 10.
Ratio­nale:

1. The cur­rent num­ber of DAL date to a time when mem­ber­ship and local clubs were few­er than today and they rep­re­sent a small­er frac­tion of the Board than in ear­li­er times.
2. The “at-large” mem­bers rep­re­sent the com­mu­ni­ty at the nation­al lev­el and they are the only mem­bers of the Board elect­ed by the entire mem­ber­ship of NACS.
3. DAL are more per­ma­nent mem­bers of the Board than the local rep­re­sen­ta­tives, which often change between meet­ings due to rota­tions and local elec­tions; DAL also tend to attend these meet­ings with few­er instances of sub­sti­tu­tions. In doing so, DAL rep­re­sent a cadre of expe­ri­enced board mem­bers and pro­vide meet­ing-to-meet­ing con­ti­nu­ity, as well as a pool from which to draw in case of unex­pect­ed or planned rota­tions of officers.

ARTICLE XV

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.
Pro­pos­al: Change from “unan­i­mous” to “a majority”
Ratio­nale: “Unan­i­mous writ­ten con­sent” as in cur­rent bylaws is not con­sis­tent with our oper­at­ing rules, by which all motions are approved by a major­i­ty of the votes cast.

ARTICLE XVII

Sec­tion 3. The Exec­u­tive Com­mit­tee shall com­prise 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.
Pro­pos­al: Update the by-laws to reflect pre­vi­ous votes of the Board in which Com­mu­ni­ca­tions Direc­tor and Lead Trustee were made Offi­cer posi­tions and the posi­tion of Archivist was cre­at­ed. Note that the Exec­u­tive Com­mit­tee dif­fers from Offi­cers and the mem­bers of the for­mer are appoint­ed by the Pres­i­dent; the Exec­u­tive Com­mit­tee is advi­so­ry and non-vot­ing (although some mem­bers may hold vot­ing rights as Offi­cers). The pro­posed changes also clar­i­fy as “most recent liv­ing” the spe­cif­ic iden­ti­ty of the “past President”
Ratio­nale: The mod­i­fi­ca­tion of Exec­u­tive Com­mit­tee mem­bers reflect the changes of Offi­cers approved by the Board in the past meet­ings. The orig­i­nal bylaws were unclear about which past-Pres­i­dent was meant.

ARTICLE XIX

Sec­tion 1. These Bylaws may be amend­ed by a major­i­ty vote of the mem­bers vot­ing either (a) in per­son, by proxy or by 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.
Pro­pos­al: Replace mail bal­lots with elec­tron­ic vot­ing man­aged by inde­pen­dent con­trac­tor to ensure accu­ra­cy and confidentiality
Ratio­nale: Pre­vi­ous NACS postal mail bal­lots have led to <20% vote yields and includ­ed many returned bal­lots because of out­dat­ed postal address­es. A shift to elec­tron­ic vot­ing has led to near­ly 50% respons­es, while ensur­ing the con­fi­den­tial­i­ty, integri­ty, and accu­ra­cy of the process. Elec­tron­ic bal­lots have become the norm for all learned soci­eties, as well as for cor­po­rate share­hold­er votes more generally.

ARTICLE XX

Sec­tion 1. These Bylaws shall be adopt­ed by a major­i­ty of votes cast of the gen­er­al mem­ber­ship as here­in pro­vid­ed, and shall become effec­tive imme­di­ate­ly thereafter.
Pro­pos­al: Clar­i­fy the word­ing by adding “of votes cast”
Ratio­nale: The cur­rent word­ing is unclear and the inter­pre­ta­tion could be equiv­o­cal. A major­i­ty of votes of the gen­er­al mem­ber­ship, as in any elec­tion, is not cer­tain to be achieved because not all mem­bers may choose to par­tic­i­pate in the voting.

BYLAWS OF THE NORTH AMERICAN CATALYSIS SOCIETY

 
Revi­sion — Feb­ru­ary 2013

 
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 For­eign Sec­re­tary Com­mu­ni­ca­tions Direc­tor.
• Sec­tion 2. No one per­son shall be enti­tled to hold the office of Pres­i­dent and Sec­re­tary 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 For­eign Sec­re­tary shall attend all meet­ings of the Board of Direc­tors and per­form the fol­low­ing duties: main­tain con­tact with oth­er catal­y­sis soci­eties out­side North Amer­i­ca and main­tain records of cor­re­spon­dence with these soci­eties, dis­trib­ute the NACS Newslet­ter to oth­er catal­y­sis soci­eties and serve those func­tions of the Sec­re­tary with for­eign mem­bers, serve as one of the two NACS rep­re­sen­ta­tives to the Coun­cil of the Inter­na­tion­al Asso­ci­a­tion of Catal­y­sis Soci­eties, and per­form such oth­er duties as may be pre­scribed by the Board of Direc­tors or by the Pres­i­dent, from time to time. 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, four (4) 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 sev­en (7) ten (10) nom­i­nees select­ed by the Nom­i­na­tions Com­mit­tee, appoint­ed by the Pres­i­dent. Elec­tion shall be by mail 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 unan­i­mous 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, For­eign Sec­re­tary, 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 mail 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 mail elec­tron­ic bal­lot so circulated.

ARTICLE XX — Adoption of Bylaws

• Sec­tion 1. These Bylaws shall be adopt­ed by a major­i­ty vote 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(c)(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.