National Conference of Standards Laboratories, Inc. (dba “NCSL International”), hereinafter called the CORPORATION, is a member-based and volunteer-driven Professional Trade Organization. The CORPORATION provides the best opportunities to promote measurement education and skill development, to develop a means to resolve measurement challenges, and for the world’s measurement science professionals to network and exchange information.

The CORPORATION provides membership for metrology organizations and professionals having an interest in, or concern about, conformity assessment standards, laboratory operations, metrology, measurement of physical quantities, or the development of best standards of practice.

 

2.1 Purpose

 

NCSL International, Inc. is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.

 

The CORPORATION provides education through conferences, forums, webinars, and other forms of electronic media.

 

The CORPORATION utilizes ambassadors to develop relationships with other measurement organizations, both nationally and internationally to advance the science of measurement.

 

The CORPORATION issues scholarships to individuals and institutions to fulfill the purposes of the organization.

 

To maximize our impact on current efforts, we may seek to collaborate with other non-profit organizations which fall under the 501 (c)(3) section of the internal revenue code and are operated exclusively for educational and charitable purposes.

At times, per the discretion of the Board of Directors, the CORPORATION may provide volunteer opportunities or internships which shall provide occasions for involvement in said activities and programs to have a greater impact to the measurement community.

2.2 Powers

The CORPORATION shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to perform all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the CORPORATION is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the CORPORATION may include, but are limited to, the acceptance of contributions from the public and private sectors, whethether financial or in-kind contributions.

 

2.3 Non-profit Status and Exempt Activities Limitation

1. Non-profit Legal Status: NCSL International is a Colorado non-profit public benefit corporation, recognized as tax exempt under Section 501 (c)(3) of the United States Internal Revenue Code.
2. Exempt Activities Limitation: Not withstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this CORPORATION shall take any action or carry on any activity by or on behalf of the CORPORATION not permitted to be taken or carried on by an organization exempt under Section 501 (c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170 (c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the CORPORATION shall inure to the benefit or be distributable to any director, officer, member, or other private person, except the CORPORATION shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation, these Bylaws, and Policy on Ends.
3. Distribution Upon Dissolution: Upon termination or dissolution of the CORPORATION, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations as described in Section 501 (c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the CORPORATION.

The organization to receive the assets of the CORPORATION hereunder shall be selected at the discretion of the majority vote of the Board of Directors and stakeholders (members/Member Delegates), and if the members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction within the State of Colorado against the CORPORATION, by one (1) or more of members of the Executive Committee of the Board of Directors that verified petition shall contain such statements as reasonably indicate the applicability of this section. The court, upon finding this section applicable, shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference, if practicable, to organizations located within the United States.

 

In the event the court shall find this section applicable but no “qualifying” organization is known or identified with equivalent purpose of the CORPORATION, the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Colorado to be added to the general fund.

The CORPORATION provides membership for organizations and professionals having an interest in, or concern about, conformity assessment standards, laboratory operations, metrology, measurement of physical quantities, or the development of best standards of practice.

 

To join NCSL International the organization or individual must apply and submit dues for membership.

4.1 Board of Directors

 

The Board of Directors shall direct and oversee the CORPORATION’s affairs. The Board of Directors consists of the Officers of the Board and Representatives and Liaisons from other relevant organizations. Members of the Board of Directors receive no compensation nor benefit from the CORPORATION for their service as Board members.

1. Officers: The Officers of the CORPORATION shall be the President, Executive Vice President (or Immediate Past President), Treasurer, Secretary, Outreach Vice President, operational and division Vice Presidents, and At-large Vice Presidents. Officers are the only voting members of the Board of Directors and shall comply with the provisions of paragraph 6.4, inclusive, at the time of nomination.
2. Representatives & Liaisons:

1) National Metrology Institutes: The Director of the National Metrology Institute (NMI) in any country having demonstrated interest in NCSL International activities may be invited by the Board of Directors to nominate one National Metrology Institute staff member to represent the Institute on the Board of Directors. Once confirmed by the Board of Directors, the representative shall serve as that National Metrology Institute’s non-voting representative to the Board with duties defined in paragraph 5.2 until the Director of the National Metrology Institute identifies a new nominee. The National Metrology Institute representative must be reaffirmed annually by the Board of Directors.

 

2) Regional Metrology Organization: Each Internationally recognized Regional Metrology Organization (RMO) may be invited by the Board of Directors to nominate one active staff member to represent the organization on the Board of Directors. Once confirmed by the Board of Directors, the representative shall serve as that Regional Metrology Organization’s non-voting representative to the Board with duties defined in paragraph 5.2 until the Management of the Regional Metrology Organization identifies a new nominee. The Regional Metrology Organization representatives must be reaffirmed annually by the Board of Directors.

 

3) Liaison Representation: Any organization with interest related to standards or measurements whose request has been approved or that has been invited by the Board of Directors may appoint one non-voting Liaison Delegate to the Board with duties and privileges as defined by paragraph 5.3.

 

4.2 Executive Committee

 

Between meetings of the Board of Directors, the affairs of the CORPORATION shall be directed by the Executive Committee consisting of the President, Executive Vice President or Immediate Past President, Secretary, Treasurer, and Outreach Vice President.

 

4.3 Appointive Committees

1. The Board of Directors may establish and direct Standing and Special Committees to carry out activities of the CORPORATION, define their responsibilities and powers, and set forth rules for their operation and for the appointment, qualifications, tenure, and number of members. The CORPORATION’s respective Officers shall appoint all committee chairs reporting to them. Meetings of such Committees, if required, shall be called by the respective chairs.
2. The Board of Directors, the Executive Committee, or the President may establish and define the responsibilities and powers of Special Committees, whose terms shall not exceed one (1) year, unless otherwise fixed or extended by the Board.
3. All Liaison Delegates from the CORPORATION to other organizations shall be appointed by the President. Other persons from member organizations may be appointed as Liaison Delegates with the concurrence of the Board of Directors.

5.1 Officers

 

1) Executive Committee:

 

1) The President is the presiding officer at all meetings of the Board of Directors, the Executive Committee and the Delegates’ Assembly. The President shall be responsible (either directly or by delegation in writing to other members of the Board of Directors) for the direction and coordination of the efforts of the other officers and all committees.

 

2) The Executive Vice President or Immediate Past President shall assist the President in the discharge of the duties of that office, particularly in long-range planning, in coordinating the work of the CORPORATION’s committees and in carrying out special projects. In the absence of the President, the Executive Vice President or Immediate Past President shall serve as Acting President at meetings and other official functions of the CORPORATION. In the absence of the President, the Executive Vice-President or the Immediate Past President, and the Executive Committee shall select another member of the Board to serve as Acting President.

 

3) The Secretary carries out necessary official correspondence and communication between the CORPORATION and other organizations, as authorized by the President. The Secretary prepares the minutes of all regular meetings of the Board of Directors.

 

4) The Treasurer has responsibility for ensuring the Organization is accountable for its finances. These include the following:

1. Reviewing, at least annually;
1. the income and expenditures statement,
2. the budget,
3. the asset/liability status and audits,
4. Directors and Officers and Property Insurance policies; and
5. Section 501 (c)(3) status
2. Collaborating with the Executive Director to prepare the Annual Budget for Board of Directors’ approval thereof; and
3. Serving as Chair of the Finance and Audit Committee.

5) The Outreach Vice President has responsibility for overseeing interactions with NMIs, RMOs, and organizations with interest in standards or measurements similar to that of NCSL International.

 

2) Operational and Divisional Vice Presidents

 

The Vice Presidents shall be responsible for overseeing Committees or Regions, as assigned, and assisting the Committee Chairs or Regional Coordinators, as necessary to ensure goals and special assignments are accomplished. The Vice Presidents are also responsible for written reports at each Board of Directors’ meeting, for inputs to the CORPORATION’s publications and, as directed by the President and/or the Board of Directors, covering activities of each area of responsibility for which they are accountable.

 

5.2 NMI and RMO Representatives

 

The National Metrology Institutes (NMIs) Liaisons and internationally recognized Regional Metrology Organizations (RMOs) Representatives to the Board of Directors shall be responsible for keeping the CORPORATION informed of the policies and programs of their Institutes or Organizations; for providing an official channel of consultation and cooperation on current or proposed CORPORATION activities, such as meetings, measurement assurance programs, publications, directories and questionnaires.

 

5.3 Liaison Delegates

1. Liaison Delegates to the CORPORATION shall be responsible for reflecting the views of the organizations that they represent. Liaison Delegates may attend the Board of Directors meetings and general meetings and may be elected or appointed to any corporate Standing or Special Committee. They may attend the Delegates’ Assembly and may ask the privilege of the floor, but shall not be entitled to vote.
2. Liaison Delegates to other organizations shall be responsible for reflecting the views of the CORPORATION to that organization and for keeping the Board of Directors and Committees advised of all activities of mutual interest.

5.4 Member Delegates

 

Member Delegates are a subset of the CORPORATION’s members with voting privileges as defined by the Board-approved membership policies of the CORPORATION. Each Member Delegate shall be responsible for reflecting the views of the management of his or her organization with respect to issues under consideration by the CORPORATION, for assisting the committees of the CORPORATION in obtaining appropriate information from such organization and in keeping such organization informally advised of the plans and activities of the CORPORATION. A Member Delegate shall be eligible to vote at Member Delegate meetings and serve as a member or chair of any corporate committee and region/section coordinator.

 

5.5 Executive Director

 

The Executive Director is the direct employee of the Board of Directors. The Executive Director is responsible for all operational functions of the CORPORATION except those responsibilities assigned to the Board of Directors through the Bylaws and Policies on Ends. The Executive Director reports directly to the President.

 

The Executive Director is fundamentally responsible for the following activities:

1. Fulfill the mission, vision and values established by the Board of Directors;
2. Ensure fiduciary success of the organization; and
3. Oversee and manage the office and contract personnel.

In the event of a departure or long-term disability of the Executive Director, the President will appoint an interim Executive Director who maintains the authority and assumes full responsibility of the Executive Director functions until a replacement is hired or the Executive Director is reinstated as fit for duty.

6.1 Delegates

 

The term of any Member Delegate or Liaison Delegate’s appointment shall continue until terminated by the appointing organization.

 

6.2 Board of Directors

1. An election of officers to serve on the Board of Directors shall be held annually by ballot with exception of the At-large Vice Presidents, who shall be appointed by the President, and the Treasurer and Secretary both of which are nominated by the Nominating Committee or by a member of the Board of Directors. The appointment of the Treasurer and the Secretary shall be confirmed by the Board of Directors. Nominations and elections shall be conducted by the Nominating Committee, which will prepare a slate of one (1) candidate for each vacancy for consideration and approval of the Board of Directors. The Executive Vice President or the Immediate Past President shall be the chair of the Nominating Committee. The new members of the Board of Directors shall assume their responsibilities on January 1 following the election and shall serve through December 31 of the year in which their respective terms expire.
2. The President shall serve a 2-year term at the end of which the President becomes Immediate Past President.
3. The Executive Vice President and the Immediate Past President shall serve 1-year terms at the end of which the Executive Vice President becomes President, and the Immediate Past President retires from the Board of Directors unless elected or appointed to the Board. The Executive Vice President position shall be filled for even years, and the Immediate Past President shall be filled for odd years. Exceptions to this 1-year limit may occur as described in paragraph 6.2e).
4. The terms for Vice Presidents, the Secretary and the Treasurer shall be two years. The terms of half of the Vice Presidents and the Secretary should expire in even-numbered years; the terms of the other Vice Presidents and the Treasurer should expire in odd numbered years.
5. Appointments to fill vacancies on the Board of Directors shall be made by the President and be ratified by majority of the Executive Committee. If the Presidency shall become vacant, the Executive Vice President or the Immediate Past President shall serve in an interim capacity. If the Presidency and/or the Executive Vice Presidency should become vacant, the vacancies shall be filled by a three-fourths (3/4) majority vote of the Board of Directors until the next regularly scheduled election.
6. Past Presidents, except the Immediate Past President, have lifelong Board of Directors ex-officio status. They have all the rights and privileges of a full Board Member except they do not contribute to a quorum or have the right to vote.

6.3 Balloting and Election Procedure

1. Prior to July 1, the Nominating Committee (NC) shall inform the membership of the proposed nominees.
2. Prior to August 1, additional nominations for the positions of Executive Vice President (if applicable) and Vice President may be submitted by write-in petition. Each write-in petition requires the signature of ten (10) Member Delegates, in addition to the requirements of paragraph 6.4. All requirements shall be included with the NC report to the membership.
3. By August 15, the NC shall prepare a ballot to be distributed
4. By October 1, all ballot selections recorded or returned to the CORPORATION’s office shall be validated and counted. The results of the election shall be announced at the next Board of Directors’ Meeting and to the membership in the next official CORPORATE publication.

6.4 Office Requirements

 

The following are the general requirements for individuals being nominated to serve as an officer in the CORPORATION unless a requirement(s) is waived by action of the Board of Directors:

1. The Executive Vice Presidency candidate shall currently be a Board of Directors member and have served the previous three (3) years on the Board of Directors at the time of nomination.
2. All officer nominees shall have demonstrated substantial service to the mission of the CORPORATION .
3. All nominees shall have the necessary support of their member organization.
4. All nominees shall agree to serve as an officer for whatever duties and responsibilities assigned if elected.
5. All officers are accountable to each other for carrying out the duties and responsibilities assigned and report directly to the President (See 9.2).

6.5 Executive Director

 

The Executive Director serves a two-year term, under contract, and is appointed by and reports directly to the President and approved by majority vote of the Board of Directors of the CORPORTATION. The Executive Director’s authorities and limitations are defined in the CORPORATION’s Policy on Ends.

7.1 Board of Directors

 

The Board of Directors of the CORPORATION shall hold at least two (2) meetings each year. A majority of the Officers of the Board of Directors shall constitute a quorum for the conduct of business unless stipulated otherwise in these Bylaws. Additional meetings shall be held as determined by the Board of Directors, at the call of the President or on petition of five (5) members of the Board of Directors. Notice of the meeting of the Board of Directors shall be delivered not less than 15 days before the date of the meeting, either personally, by mail, or electronic means, by or at the direction of the President, the Secretary or the officers or persons calling the meeting, to each member of the Board of Directors.

 

When necessary, the CORPORATION’s President may call for a special Board of Directors meeting to be held by electronic means. Such meetings will require a minimum of five (5) days’ notice. The purpose of the meeting shall be identified in the meeting notice announcement. Normal quorum requirements in these Bylaws shall be required. The agenda of a special Board of Directors meeting shall be limited to the items contained in the announcement of the meeting.

 

7.2 Executive Committee

 

The Executive Committee shall meet as directed by the Board of Directors and, additionally, at the call of the President.

 

7.3 Delegates’ Assembly

 

A Delegates’ Assembly shall be held at times and places determined by the Board of Directors. Such Assembly shall be understood as the annual meeting of members. Notice of such meetings shall be given not less than 15 days before the date of the meeting, by or at the direction of the President, the Secretary or the officers or persons calling the meeting, to each Delegate. Member Delegates and the Board of Directors, meeting in business sessions as the Delegates’ Assembly, shall consider reports of officers and committees and any other matters pertinent to the function and activities of the CORPORATION. By resolution, the Delegates’ Assembly may recommend, but not direct, action to be taken by the Board of Directors.

 

7.4 General

 

General meetings such as conferences, symposia, workshops, seminars, facility visits, etc., shall be held at times deemed appropriate by the Board of Directors or the Executive Committee or in cooperation with other organizations. Regional or Sectional meeting times shall be established by their respective coordinators or designees.

8.1 Purpose

 

The CORPORATION shall make full and accurate information about its mission, activities, finances and governance publicly available. The CORPORATION practices and encourages transparency and accountability to the public and its stakeholders.

 

8.2 Financial & IRS Documents

 

The CORPORATION shall provide pertinent Internal Revenue Service forms, Bylaws, Conflict of Interest Policy, and financial statements to the public and stakeholders for inspection and free of charge.

 

8.3 Fiscal Year

 

The fiscal year of the CORPORATION is from January 1 to December 31.

 

8.4 Accounts

 

The Executive Director is the primary signatory of all corporate organizational financial accounts, and is authorized to act in matters relating to said accounts, including, but not limited to, withdrawals and transfers of all or part of such accounts. The Executive Committee members have the authority to serve, in case of emergency, as official signatories. However, the assigning and/or pledging of such accounts for any loan(s) over $25,000 made by the issuing, financial institution shall require authorization by the Board of Directors.

9.1 Expulsion or Suspension

 

Expulsion or suspension of a member organization must be based upon clear evidence that the member organization (as opposed to its appointed delegate) is no longer supporting the purposes of the CORPORATION or their actions or inactions are contrary to the goals and policies of the CORPORATION. Expulsion or suspension of a member organization is a serious matter and will not be considered for frivolous or unsubstantiated claims.

 

All charges and/or claims brought to the attention of the President shall be reviewed by the Board of Directors. A decision to consider such charges and/or claims, or a decision to appoint an Ad Hoc Committee to investigate shall require at least an affirmative two-thirds (2/3) majority vote of the total Board of Directors. Upon such vote, the President shall appoint an Ad Hoc Committees of not less than five (5) impartial Member Delegates (majority of whom are not members of the Board of Directors) to investigate all charges and/or claims.

 

Upon a recommendation by the Ad Hoc Committee for further action, the President of the CORPORATION shall invite the member organization, its Member Delegate, the appointing officer and/or officials or managers to the next Board of Directors’ meeting to discuss the issues. At least a four-fifths (4/5) majority vote of all voting members of the Board of Directors is required on any decision to expel or suspend a member organization for cause.

 

9.2 Removal of Members of the Board

 

Any member of the Board of Directors may be relieved of their office if they fail to execute the responsibilities of the position or whenever their actions or inactions are contrary to the purposes of the CORPORATION. Such removal requires at least a three-fourths (3/4) affirmative vote of all voting members of the Board of Directors. (The President will notify the member organization i.e., the appointing officer of the individual removed).

 

9.3 Removal of Persons from Appointed Positions

 

Any person appointed to a position (except to positions on the Board of Directors) may be relieved of that position upon notification by the President. This includes, but is not limited to, Regional coordinators, Committee Chairs, and Liaison Delegates from the CORPORATION to other organizations.

 

Liaison Delegates from other organizations to the CORPORATION may be denied privileges extended to such delegates (attendance at meeting, conferences, addressing the Board, etc.) upon majority vote of all voting members of the Board of Directors. The President will notify the other organization that its delegate is persona non-grata.

10.1 Corporate Seal

 

The corporate seal of the CORPORATION shall consist of two concentric circles, between which shall be the name of the CORPORATION and the word “Colorado”, and in the center, shall be inscribed the word “Seal” which seal is hereby adopted as the seal of this CORPORATION.

 

10.2 Loans

 

Any loans greater than $25,000 shall be contracted on behalf of the CORPORATION and no negotiable paper shall be issued in its name unless authorized by the Board of Directors.

 

10.3 Parliamentary Procedure

 

Meetings and transactions of business shall be conducted in accordance with Robert’s Rules of Order, but the Board of Directors may establish rules of procedure or precedent which are not inconsistent with these Bylaws.

 

10.4 Amendments

 

Amendments may be made to these Bylaws by at least a two-thirds (2/3) vote of the members of the Board of Directors taken at any regular meeting or by poll of the Board of Directors after notice of the proposed changes has been sent to all members of the Board of Directors.

 

These Amended and Restated Bylaws were adopted and ratified on the 20th day of July by the Board of Directors of NCSL International.