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BYLAWS OF THE

NORTH AMERICAN

FUZZY INFORMATION PROCESSING SOCIETY

(Revised July 2000)

 

ARTICLE I. Name.

The North American Fuzzy Information Processing Society will be denoted by the acronym NAFIPS.

ARTICLE II. Purpose.

The purpose of the North American Fuzzy Information Processing Society shall be to promote the scientific study of, to encourage educational institutions for the instruction in, and for the dissemination of educational materials in the public interest, in the areas of, but not limited to, theories and applications of fuzzy sets as well as related research areas such as soft computing and information processing.

The policy of the society shall be to attain these purposes through scholarly publications, workshops and conferences. This charge shall be undertaken by implementation of various programs approved by the North American Fuzzy Information Processing Society.

It shall also be the policy of NAFIPS to insist upon the highest standard of scholarship and service from its members.

ARTICLE III. Offices

The principal office of the corporation shall be located in the State of California. The corporation may have other offices, either within or without the State of California as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

The corporation shall continuously maintain in the State of California a registered office, and a registered agent whose office is identical with such registered office, as required by the California Nonprofit Public Benefit Corporation Law. The registered office may be, but need not be, identical with the principal office in the State of California. Also, the Board of Directors may change the address of the registered office from time to time.

ARTICLE IV. Members.

Section 1. Classes of Members. The corporation shall have a class of voting members referred to as regular members. The designation of such class and the qualifications and rights of the members of such class shall be as follows:

Regular Member: Any person or party who is interested in promoting the purposes of the corporation and whose annual dues of membership are paid for the current calendar year. Residents of non North American countries shall not be barred from membership.

Section 2. Additional Classes. As its discretion the Board of Directors may create four additional classes of membership to be known as Library Subscriber Members, Student Members, Affiliate Members, and Sustaining Members without amendment to these bylaws. Any other additional classes shall require amendment as provided in Article XVII. Library Subscribers Members, Student Members, Affiliate Members, and Sustaining Members, if created, shall be defined as follows:

Library Subscriber Members: Any institutional, academic, public, or other library interested in receiving publications of the corporation shall be eligible for election as a library subscriber member.

Student Members: Any student attending a regionally accredited college or university in the United States or its equivalent in other countries who is interested in the scientific areas stated in Article II shall be eligible for elections as a student member for a period not to exceed eight years, the precise term in any individual case to be determined at the discretion of the Board of Directors.

Affiliate Members: Any member of the scientific society with whom the corporation's Board of Directors enters into agreement regarding the subject matter of this Article shall be eligible for election as an affiliate member.

Sustaining Members: Any institution that conducts research or trains persons to conduct research in the scientific areas stated in Article II shall be eligible for election as a sustaining member. Such membership shall be distinguished from Library Subscribers Members and from persons, institutions, and libraries who simply wish to subscribe to one or all of the corporation's publications.

Section 3. Election of Members. All applicants for membership need to be approved by the Secretary or President unless the Board of Directors appoints a Membership Committee to decide on all applicants. Said approval shall be done in a timely manner not less than 6 months. All persons who are members of the North American Fuzzy Information Processing Systems Society at the time of the approval of these by-laws shall automatically be elected to membership in it.

Section 4. Voting Rights. Each regular member shall be entitled to one vote on each matter submitted to a vote of the members. Each sustaining member shall be entitled to designate one person eligible for regular membership who shall be entitled to one vote on each matter submitted to a vote of the members. Library subscriber members, Affiliate members and Student members shall have no voting rights.

Section 5. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of its members, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XIV of these Bylaws.

Section 6. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

Section 7. Reinstatement. Upon request by a former member and filed with the Secretary, the Secretary, with the approval of the President, may reinstate such former member to membership upon such terms deemed appropriate.

Section 8. Transfer of Membership. Membership in this corporation is not transferable or assignable.

ARTICLE V. Meetings of Members

Section 1. Annual Meetings. There shall be an annual Scientific Meeting and an annual Business Meeting of the corporation at a time designated by the Board of Directors except that all reasonable efforts will be made to hold the Business Meeting in conjunction with the Scientific Meeting.

Section 2. Special Meetings. Special meetings may be called by President or by not less than five Directors.

Section 3. Place of Meetings. The President or the Board of Directors may designate any place, either within or without the State of California as the place of meeting for any annual meeting of for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of California; but if all of the members shall meet at any time and place, either within or without the State of California, and consent to the holding of the meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 4. Notice of Meetings. No notice of any General, Board or Business Meeting is necessary if said meeting is held during the annual Scientific Meeting of the Society. Otherwise, electronic or written notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by mail, or by email (to members who utilize email) to each member entitled to vote at such meeting, not less than twenty nor more than ninety days before the date of such meeting, by or at the direction of the Board of Directors, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation, with postage thereon prepaid. If by Email, such notice shall be deemed to be delivered within 3 days unless returned as undeliverable.

Section 5. Procedures. Roberts Rules of Order shall govern all business meetings; as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.

Motions will be carried by a simple majority of eligible voters in attendance, unless the presiding officer deems the issue to be of sufficient importance to warrant a full membership vote. In this latter instance issues will be presented to the membership of North American Fuzzy Information Processing Society in the Newsletter or by special mailing and the Secretary shall conduct a mail-in or email ballot on the issues, in accordance Article VI (5). In no event shall the balloting procedure be delayed for more than 30 days of the date of publication of the Newsletter or the date of the special mailing.

Section 6. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing or by email, setting the action so taken, shall be signed or sent by a majority of the members entitled to vote with respect to the subject matter thereof.

Section 7. Quorum. No less than one-twentieth of the voting members shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 8. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing or by email by the member. A valid proxy may be used to vote on any issue arising at the meeting for which the proxy is executed. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Only other members shall exercise proxies.

Section 9. Manner of Acting. A majority of the votes entitled to be cast, on a matter to be voted upon by the members present or represented by proxy, at a meeting at which a quorum is present, shall be necessary for the adoption thereof unless a greater proportion is required by law or by these Bylaws.

Section 10. Voting by Mail or Email. Where a vote on any issue is taken by mail or email, including where the Board of Directors or officers are to be elected by members such election may be conducted by mail or email in such manner as the Board of Directors shall determine, in accordance with article VI (5), the results of the vote shall be provided to the members not more than 30 days after the closing date of voting.

Section11. CONFERENCE GUIDELINES. NAFIPS shall follow the guidelines below for all conferences.

Section 11.1 President's Travel. NAFIPS shall, in the event this may be necessary due to financial hardship of the President, and upon approval by the Board of Directors, pay up to $1000 towards travel expenses incurred by the President to attend annual meetings of the society as well as paying the President’s registration fees.

Section 11.2 Application Procedure. A written proposal to NAFIPS's President should be submitted no later than the first day of the annual meeting preceding the proposed conference. The President will transmit an executive opinion on each proposal to the board of directors, who will subsequently advance their recommendation at the annual meeting. The proposal should contain a signed statement that guarantees that these guidelines and instructions will be followed (unless requested exceptions are granted by NAFIPS). The board of directors will summarize the sites proposed at the next board of directors meeting. Final approval and site selection for year (n+1) will be made by the board at the business meeting held in year (n) or earlier.

Section 11.3 Organization. The following committees should be established:

a. An Organizing Committee (OC) that will carry out all organizational details of the meeting.
b. A Program Committee (PC), whose responsibility is to develop the technical program of the meeting.

At the discretion of the proposers, these two functions may be consolidated into one chair and one committee.

Section 11.4 Timetable. The PC/OC chairs should establish a timetable including at least the following items (with dates):

Preliminary Announcement and Call for Papers

Deadline for the submission of abstracts/papers

Meeting of the PC for final paper selection

Preparation of proceedings, e.g., hardcopy, CD ROMs, etc.

Section 11.5 Budget. The Organizing Committee is fully responsible for all financial aspects of the Congress. The following rules shall be respected by the OC:

Revenues and/or losses from all NAFIPS conferences and workshops shall accrue solely to NAFIPS unless the conference is held jointly with another Society or Organization. The proposed budget must be submitted to the President and Secretary/Treasurer at least 12 months prior to the meeting, and must be approved by a consensus vote of the board. Any alternative arrangement for handling conference accounts must be jointly approved and duly executed by the president of NAFIPS and a fiscal officer of the host institution of the conference. Profit sharing arrangements must be included in each proposal. Approval of a proposed site by the board of directors automatically obligates the selected OC to abide by the proposed fiduciary arrangements. The OC must provide a ledger of revenues and expenses in the meeting report.

The chair(s) of all approved NAFIPS conferences and workshops are authorized to withdraw up to $3,500.00 of treasury funds towards necessary and/or worthy expenses. The nature of these expenditures is at the discretion of the chair(s); they may include, but are not limited to: honoraria, travel grants, reduction of registration fees, proceedings, brochures, and other miscellaneous expenses incidental to the meeting. Funds withdrawn under this authorization must be fully accounted for in the final report of the conference, and are to be paid back to NAFIPS if the conference shows a profit ahead of any profit sharing arrangement unless the Board of Directors votes otherwise.

Section 11.6 Publications. Selections of high quality refereed papers, presented at the Conference, can be published in special issues of IJAR, FSS, and other well known journals, books and electronic publications. The name(s) of the proposed editor(s) and journal(s) should appear in the application form. The form and substance of any conference proceedings must be included in the application for the conference. Authors should be invited to submit papers of substantial, original and previously unreported research in any aspect relating to the scientific areas stated in Article II. The PC shall always have the prerogative of inviting speakers and/or selecting papers on the basis of abstracts or other suitable devices.

Section 11.7 Report. The organizers of every NAFIPS meeting shall submit a written report to the president of NAFIPS not later than six months after the event. The report should include:

1. A breakdown of attendance by country

2. The method and statistics of paper selection

3. A brief summary of the program and discussions

4. A global budget showing revenues and expenses

5. Comments on new features, problems, format, etc.

Section 11.8 Application for NAFIPS Sponsored Meetings: Requirements. Each application to host a NAFIPS conference will include information on all of the following items:

a. Organization or individual submitting the application...Name, Title/Position (in case of individual), Mailing Address.

b. The proposed meeting should be identified as one of the following types:

NAFIPS International Conference
NAFIPS Workshop
NAFIPS International Conference to be held jointly with another Society

c. Proposed location, dates, and title, and expected attendance.

d. Statement of proposed scope and language(s) besides English.

e. Estimated registration fee schedule (late fees, fees for members, etc.) in local currency (with the equivalent in $US at the date of application).

f. What publications are proposed? <Proceedings, Special Issues of Journals, Books, CD ROMs, Electronic Publications, etc.>. Specify format and types, refereeing procedures, editors, publishers, addresses, etc.

g. Estimated global budget, including a profit sharing statement

h. Proposed chair of the Organizing Committee ... Name, Title/Position, Mailing Address.

i. Other Committee Chairs, and national or international co-sponsors (if applicable).

j. General additional information or special requests, including preconference financial aid.

The completed application should be mailed to NAFIPS's President prior to the annual meeting preceding the proposed date. Each application should be completed with the following statement:

I (or we) agree to abide by the appropriate NAFIPS guidelines concerning all aspects of the proposed conference. I (we) understand that acceptance of this proposal by the board of directors constitutes a legal and binding agreement to conduct the meeting as close to the proposed form and substance as possible. I (we) agree specifically to abide by the financial arrangements proposed with respect to the conference.

Submitted to : President, NAFIPS

Submitted by : (Individual or Organization)

Submitted on : (Date)

Signature(s) : OC Chair: fiscal responsibility

 

Section 11.9 Board of Directors to Determine Guidelines. The Board of Directors shall have the authority to change these guidelines by majority vote.

ARTICLE VI. Board of Directors

Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors. Directors need not be residents of the State of California.

Section 2. Number, Tenure, and Qualifications. The Board of Directors shall include the officers of the corporation, nine Elected Board of Directors members, the immediate Past President, and any ex officio members that the Board of Directors shall in its discretion appoint. All Board members, including officers and the immediate Past President, shall have equal voting rights except for ex officio members (who shall have no voting rights),

The Board shall be chaired by the President of North American Fuzzy Information Processing Society, or in his absence, by the President-Elect, or in his absence, by the Secretary, or in the absence of each of these persons by a Chairman chosen by a majority of the Directors present at the meeting.

The Secretary of the corporation shall act as Secretary at all meetings of the Board of Directors, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

Any member of the Society may be nominated to fill a Board of Directors post; in particular neither prior service nor incumbency shall bar any member from nomination for vacant Board of Directors positions. Offices vacant for reasons other than scheduled expiration shall be filled for the remaining duration of the term by special appointment made by the Board of Directors.

Each Elected Director shall hold office for three years, unless prior to nomination the Board of Directors designates a lesser or greater term, but in no event shall the term of office be less than one year or more than four years. The three-year term shall be staggered so that three terms expire each year. Any voting member of the corporation shall be entitled to serve on the Board of Directors. New Elected Directors will assume office immediately after the Annual Business meeting. However, each Elected Director shall hold office until his/her successor shall have been duly elected and shall have qualified, any other provisions of the Bylaws notwithstanding.

All officers and members of the Council of the North American Fuzzy Information Processing Society serving at the time of incorporation shall remain in office until their regular terms expire.

Section 3. Editor Members of the Board of Directors. For each publication sponsored by the corporation, the Board of Directors may determine that the editor of said publication shall serve as an ex officio member of the Board of Directors, to be called an Editor Member, and to serve as Board of Directors member at the pleasure of the Board of Directors. However each Editor Member shall not have any right to vote at any Board of Directors meeting.

Section 4. Elections. If a quorum of members, as defined in Article V (7) of these Bylaws is present, the Secretary shall conduct a nomination and election process during the Annual Business meeting to replace retiring Board of Directors Members and to fill all otherwise available elective Board of Director positions. Nominations will be solicited from the Board of Directors and from the membership at large. The ballot shall contain at least enough nominees to fill all vacancies. Members may vote for exactly the number of vacancies to be filled by written ballots to be collected in any fashion that insures the integrity of the vote. Nominees will be rank-ordered by the number of votes received and vacant offices will be filled by nominees by order of their rank. The minimum number of votes required for election shall be a simple majority of the actual number of votes cast. Ties for office shall be resolved by a runoff election.

If a quorum of members cannot be obtained at any time during the Annual Business meeting, the Secretary shall conduct a mail or email ballot to fill all vacant positions as specified in Article VI (5) of these Bylaws.

Section 5. Mail or Email Ballots. Board of Directors, member elections, or other special mail or email elections authorized by the Board of Directors pursuant to Articles V (10) and VI (4) of these Bylaws shall be conducted by the Secretary of the corporation. The ballot shall be deemed to be delivered within 3 days if emailed or when deposited in the United States mail addressed to the member at his/her address or email address as it appears on the records of the corporation, with postage thereon prepaid. Ballots shall be returned within 30 days of that date. A special Nominating Committee appointed by the Board of Directors at its discretion may make nominations for elected officers or Directors. In addition, if elections are not held at the annual Scientific Meeting, the membership shall be notified of a closing date for direct nominations at least 30 days in advance.

Section 6. Regular Meetings. The elected Board of Directors shall hold a meeting immediately after the general business meeting to nominate and elect corporate officers, allocate committee assignments, plan the agenda and events for the upcoming year, and conduct other business as may be required to achieve the goals and aims of the North American Fuzzy Information Processing Society.

In presidential election years, the outgoing president will, as the first order of business of the council meeting following general elections supervise the election of the president from the current elected members of the Board of Directors. Following this election, the meeting shall be turned over to the new president.

The Board of Directors may provide by resolution the time and place, either within or without the State of California, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The President shall decide the place of the special meeting either within or without the State of California, or may hold the special meeting by means of a conference telephone call or by any means of communication by which all persons participating in the meeting are able to communicate with one another.

Section 8. Notice. Notice of any special meeting of the Board of Directors shall be given at least five days previous thereto by written notice delivered personally or sent by mail, telegram or by email to each Director at his/her address or email address as shown by the records of the corporation or two days previous thereto by oral notice delivered by telephone. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage therein prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If by Email, such notice shall be deemed to be delivered within 3 days unless returned as undeliverable. If notice is given by telephone, such notice must be communicated personally. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 9. Quorum. The presence of a majority of Directors eligible to vote shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if less than a majority of the Directors eligible to vote are present at said meeting, those present may adjourn the meeting from time to time without further notice until a quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called.

Section 10. Proxies. Proxy voting at any meeting of the Board of Directors shall not be permitted. However, without requiring an amendment to these Bylaws, the Board of Directors, at its discretion, may establish proxy voting rules in conformance with the State of California Nonprofit Public Benefit Corporation Law, provided that any rule permitting proxies shall not be effective for at least three months following the date on which it is adopted.

Section 11. Manner of Acting. The act of a majority of the Directors who are eligible to vote and are present at a meeting at which the quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

Section 12. Procedures. Roberts’ Rule of Order shall govern meetings, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law. Where a vote on any issue is taken by mail or email, the results of the vote shall be provided to the Board of Directors not more than 30 days after the closing date of voting.

Section 13. Vacancies. Any vacancy occurring in the Elected Board of Directors and any Elected Director position to be filled by reason of an increase in the number of Directors or by a Director later being elected as an officer (as an officer is automatically a Director, such Director shall no longer be considered an Elected Director), may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Directors, such that there shall always be nine Elected Board of Directors members (not including the officers of the corporation, the immediate Past President, and any ex officio members that the Board of Directors shall in its discretion appoint). A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office, unless the Board of Directors shall set a shorter term.

Section 14. Removal. The Board of Directors, by affirmative vote of two-thirds of all its members, may remove an Elected Board of Directors Member for cause after an appropriate hearing and may, by majority vote of those present at any regularity instituted meeting, terminate the membership of any Director who becomes ineligible for membership.

Section 15. Compensation. Members of the Board of Directors as such shall not receive any compensation for their services; but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

At the discretion of the Board of Directors, Directors may receive compensation for actual and necessary expenses incurred in attended Director meetings. In addition, they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties.

At the discretion of the officers and elected directors of the board, editors of the corporation's publications may receive compensation for their services.

Section 16. Restriction regarding Interested Directors. Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board of Directors may be interested persons. For the purposes of this Section, "interested persons," means either:

(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or

(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

Section 17. Non-Liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. If a Director, under any circumstance, shall be held liable for any decision or act done in good faith, the corporation shall indemnify the Director fully for that liability.

Section 18. Informal Action by the Board of Directors. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing or by email, setting forth the action so taken, shall be signed or sent by email by all members of the Board of Directors.

ARTICLE VII. Officers

Section 1. Officers. The officers of the corporation shall be a President, President-Elect, Treasurer and Secretary and such other officers as may be elected in accordance with the provisions of this Article. No two offices may be held by the same person except that one individual may serve simultaneously as Secretary and Treasurer.

Section 2. Election and Term of Office. The officers of the corporation shall be nominated and elected by the Board of Directors at its regular Annual Meeting following the general business meeting of the corporation.

The term of office for President shall be two years unless prior to election the Board of Directors shall designate a lesser term, but in no event shall the term of office be less than one year nor more than two years. The President-Elect shall be the sole candidate for the office of President. However, if the President-Elect then fails to be elected by a majority of the Directors present, then other candidates for President may be nominated by the Board and voted on until a candidate receives a majority vote. No person shall serve as President for more than two years consecutively.

The term of office for President-Elect shall be two years unless prior to nomination the Board of Directors shall designate a lesser term, but in no event shall the term of office be less than one year nor more than two years. No person shall serve as President-Elect for more than two years consecutively.

The terms of office for Secretary and for Treasurer shall be two years unless prior to nomination the Board of Directors shall designate a lesser or greater term, but in no event shall the term of office be less than one year nor more than four years. There is no limit on how many terms one person may serve as Secretary and/or Treasurer.

Newly elected officers will assume office immediately after the election, unless the Board of Directors shall designate some other time. However, each officer shall hold office until his/her successor shall have been duly elected and shall have qualified, any other provision of the Bylaws not withstanding. Officers of the North American Fuzzy Information Processing Society serving at the time of the approval of these by-laws shall remain in office until their terms expire per this section. Also, upon approval of these by-laws, the previously elected President-Elect designate shall also take office.

Section 3. Removal. Any officer may be removed from office by an affirmative vote of two-thirds of members qualified to vote whenever in their judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the principal executive of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/she shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the Treasurer or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. President-Elect. The President-Elect shall in general supervise all business and other affairs of the corporation as prescribed by the President. Upon the approval of the President, the President-Elect shall sit on all committees, with full voting rights, and shall be in addition to any other members named or elected to these committees per Article VIII. In the absence of the President, he/she shall preside at all meetings of the members and of the Board of Directors and in general he/she shall perform all duties incident to the office of President-Elect and such other duties as may be prescribed by the Board of Directors upon said absence of the President.

Section 7. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article IX of these Bylaws. In the absence of the President and the Secretary, or their inability or refusal to act, the Treasurer shall perform the duties of the President and when so acting shall have all the powers and be subject to the restrictions upon the President.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; in the absence of the Treasurer or when so requested by the President, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provision of Article IX of these Bylaws; and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him/her by the President or the Board of Directors. In the absence of the President or President-Elect or their inability or refusal to act, the Secretary shall perform the duties of the President, and when so acting shall have all the powers and be subject to the restrictions upon the President.

The secretary shall also maintain a list of names of all members in good standing of the corporation and of their current addresses.

Section 9. Compensation. Officers as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors reasonable expenses, if any, may be allowed for the attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Officers from serving the corporation in any other capacity and receiving compensation therefore.

Section 10. Non-Liability of Officers. The Officers shall not be personally liable for the debts, liabilities, or other obligations of the corporation. If an Officer, under any circumstance, shall be held liable for any decision or act done in good faith, the corporation shall indemnify the Officer fully for that liability.

ARTICLE VIII. Committees

Section 1. Committees of the Board of Directors. The Board of Directors, by resolution adopted by a majority of the Board, may delegate such powers to committees as it deems proper, except that no committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any Board member or officer of the corporation; amending the Articles of Incorporation; restating the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee or task group. The delegation of authority to a Committee shall not operate to relieve the Board of Directors, or any individual, of any responsibility imposed upon it or him/her by law.

Section 2. Membership Committee. The Membership Committee shall consist of not more than three members. It shall be the duty of this committee to oversee and make recommendations to the Board of Directors on all matters pertaining to the establishment of rules concerning registration fees and dues. The Membership Committee shall also advise the president to include on the agenda of regular and special membership meetings those issues requiring membership consideration.

The Membership Committee shall also advise and recommend to the Board of Directors on all matters pertaining to the diffusion and advertising of the North American Fuzzy Information Processing Society goals and objectives.

Section 3. Finance Committee. The Finance Committee shall consist of two members who shall be appointed by the Board of Directors each year. The Treasurer shall serve on the Committee as an ex officio member without vote. It shall be the duty of the Finance Committee to present an annual budget, review the annual financial statement of the corporation, prepare the annual audit of the books or to nominate the professional auditors who shall be elected annually by the Board of Directors to prepare the annual audit, and to make an annual report to the membership.

Section 4. Conference Committee. The Conference Committee shall consist of not more than three members. It shall be the duty of the Conference Committee to advise and recommend to the Board of Directors on all matters pertaining to the organization, location and nature of the North American Fuzzy Information Processing Society conferences, workshops and activities of a similar nature including but not limited to the Annual Scientific Meeting of the North American Fuzzy Information Processing Society.

Section 5. Publications Committee. The Publications Committee shall oversee and make recommendations to the Board of Directors on all matters pertaining to the publications sponsored by the North American Fuzzy Information Processing Society including their number and nature, contents, production, distribution and financing.

Section 6. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be appointed in such manner as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the President of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.

Section 7. Term of Office. Each member of a committee shall continue as such until the term of office, as designated by the Board of Directors designates and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to quality as a member thereof, or unless otherwise provided by these Bylaws.

Section 8. Chairperson. The President of North American Fuzzy Information Processing Society shall appoint one member of each committee chairperson of such committee, unless otherwise provided by these Bylaws.

Section 9. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 10. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 11. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE IX. Contracts, Checks, Deposits and Funds.

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general of confined to specific instances.

Section 2. Checks, Drafts, etc. All checks, drafts, or orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or by the President of the corporation.

Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation at such banks, trust companies or other depositaries as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

Section 5. Funds. The Board of Directors shall seek to obtain such other funds as necessary to fulfill the goals of the corporation in accordance with its charitable, educational, and scientific purposes.

ARTICLE X. Certificates of Membership

Section 1. Certificate of Memberships. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member of the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.

Section 2. Issuance of Certificates. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his/her name and delivered to him by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this Article X.

ARTICLE XI. Books and Records.

Section 1. Maintenance of Corporate Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its membership and Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote.

Section 2. Members' Inspection Rights. Any member, or his/her agent or attorney may inspect all books and records of the corporation, for any proper purpose at any reasonable time.

ARTICLE XII. Publications.

The North American Fuzzy Information Processing Society may publish and mail a quarterly Newsletter to all its members, either by regular mail or by email.

The corporation, by a majority vote of the Board of Directors, may also establish and publish periodicals and publications or provide other services that are devoted to the dissemination of scientific and educational materials consistent with the purposes of the corporation. These can be hardcopy or electronic in nature.

ARTICLE XIII. Fiscal Year.

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XIV. Dues.

Section 1. Annual Dues. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.

Section 2. Payment of Dues. Dues shall be payable in advance on the first day of the membership year, which shall coincide with the calendar year unless changed by the Board of Directors. A member shall pay dues for the entire membership year in which membership starts.

Section 3. Default and Termination of Membership. When any member shall be in default in payment of dues for a period of twenty-four months from the beginning of the fiscal year or period for which such dues became payable, his/her membership may thereupon be terminated by the Board of Directors in the manner provided in Article IV of these Bylaws. This section shall not prohibit the corporation from immediately terminating subscriptions to its publications when a member has not paid dues on the date prescribed in these Bylaws.

ARTICLE XV. Seal.

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal - North American Fuzzy Information Processing Society".

ARTICLE XVI. Waiver of Notice.

Whenever any notice is required to be given under the provisions of the California Nonprofit Public Benefit Corporation Law or under the provisions of the articles of incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, or by a waiver sent by email by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XVII. Amendments to Bylaws.

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds vote of the members attending the annual conference and proxies voted at the conference. Amendments may be proposed by a majority of the Board of Directors or by petition submitted to the Secretary and signed by twenty-five Regular Members in good standing of the corporation. The ballot shall be deemed to be delivered when, if emailed, within 3 days unless returned undeliverable, or if mailed, when deposited in the United States mail addressed to the member at his/her address as it appears on the record of the corporation, with postage thereon prepaid. Ballots shall be returned within thirty days of that date.

ARTICLE XVIII. Sharing of Corporate Assets and Profits.

Section 1. Prohibition. No member, Director, officer, employee, or other person connected with the North American Fuzzy Information Processing Society shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for service performed for the corporation in effecting any of its public benefit purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive any of the corporate assets on dissolution of the corporation. All members, if any, of the North American Fuzzy Information Processing Society shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, then remaining in hands of the Board of Directors, shall be distributed as required by the Articles of Incorporation of the North American Fuzzy Information Processing Society and not otherwise.