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INCOSE Foundation Bylaws

ARTICLE I - Offices

  1. Registered Office and Registered Agent: The registered office of the Corporation shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office.
  2. Other Offices: The Corporation may have other offices within or outside the State of Washington at such place or places as the Board of Directors may from time to time determine.

ARTICLE II - Members

The Corporation shall have no members.

ARTICLE III - Board of Directors

  1. Number and Powers:
    1. The management of all the affairs, property and interest of the Corporation shall be vested in a Board of Directors, consisting of twelve (12) persons, who shall be elected by the Board, and shall hold office until the next annual election of directors and until their successors are elected and qualified.  The term of office of members of the Board shall be two years.  The Board may elect members to staggered terms to foster continuity of leadership.  .  Directors need not be residents of the State of Washington.  No more than two thirds of the Board can be current or former members of INCOSE.
    2. In addition to the powers and authorities by these Bylaws and the Articles of Incorporation expressly conferred upon it, the Board of Directors may exercise, in good faith, all such powers of the Corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.
  2. Change of Number: The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
  3. Vacancies: Subject to the approval of the rest of the Board, all vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by the Chairman of the Board, or if there is none, by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill any vacancy shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified.   The filling of vacancies shall comply with section 1(b) above.
  4. Removal of Directors: Any director may be removed, with or without cause, by two-thirds of the votes of all other directors at a meeting, provided notice of the proposed action was contained in the notice of the meeting. 
  5. Regular Meetings: Regular meetings of the Board of Directors, or any committee designated by the Board of Directors, may be held with or without notice at the registered office of the Corporation or at such other place or places, either within or without the State of Washington, as the Chairman of the Board may from time to time designate.  The annual meeting shall be held each year during the first quarter of the calendar year at such time and place as the Board shall designate. 
  6. Special Meetings: Special meetings of the Board of Directors, or any committee designated by the Board of Directors, may be called at any time by the Chairman of the Board, or in his absence or upon written request, by any three other directors, to be held at the registered office of the Corporation or at such other place or places as the directors may from time to time designate.
  7. Notice: Notice of all special meetings of the Board of Directors, stating the date, time and place thereof, shall be given twenty-eight (28) days prior to the date of the meeting. Such notice need not specify the business to be transacted at, or the purpose of, the meeting unless otherwise required by these bylaws.
  8. Quorum: Three fifths of the whole Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or these bylaws.
  9. Waiver of Notice: Attendance of a director or a committee member at a meeting shall constitute a waiver of notice of such meeting, except where a director or a committee member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.
  10. Registering Dissent: A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting, before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.
  11. Committees: The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation:  provided that no such 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 director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease or exchange of all or substantially all of the property and assets of the Corporation not in the ordinary course of business; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for 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.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director of any responsibility imposed upon it or him by law.
  12. Remuneration: No stated salary shall be paid directors, as such, for their service, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.  Members of special or standing committees may be allowed like compensation for attending committee meetings.
  13. Loans: The Corporation shall not loan money or credit to its directors.
  14. Disbursement: The Corporation shall not make any disbursement of income to any director.
  15. Action by Directors without a Meeting: Any action required or which may be taken at a meeting of the directors, or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors, or all of the members of the committee, as the case may be.  Such consent shall have the same effect as a unanimous vote.
  16. Action of Directors by Communications: Directors may participate in a meeting of directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
  17. Contracts with Directors: The Corporation shall not enter into any contract with a director unless approved by a two-thirds vote of the Board at a regular meeting and otherwise consistent with the law.

ARTICLE IV - Officers

  1. Designations.  The officers of the Corporation shall consist of a Chairman of the Board, a Chief Executive Officer, a Secretary, a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board may designate.  Any two or more offices may be held by the same person, except the offices of Chief Executive Officer and Secretary.
  2. Appointment and Term of Office.  The officers of the Corporation shall be appointed annually by the Board of Directors at the annual  meeting of the Board of Directors.  Each officer shall hold office until a successor shall have been appointed and qualified, or until such officer's earlier death, resignation or removal.
  3. Powers and Duties.  If the Board appoints persons to fill the following positions, such officers shall have the power and duties set forth below:
    1. The Chief Executive Officer.  The CEO of the Corporation, subject to the direction and control of the Board of Directors, shall have general control and management of the business affairs and policies of the Corporation.  The CEO shall act as liaison from and as spokesman for the Board of Directors.  The CEO shall participate in long-range planning for the Corporation and shall be available to the other officers of the Corporation for consultation.  The CEO shall possess power to sign all certificates, contracts and other instruments of the Corporation.  Unless a Chairman of the Board of Directors has been appointed and is present, the CEO shall preside at all meetings of the Board of Directors.  The CEO shall perform all such other duties as are incident to the office of CEO or are properly required by the Board of Directors.
    2. The Secretary.  The Secretary shall issue notices for all meetings, except for notices of special meetings of the directors which are called by the requisite number of directors, shall keep minutes of all meetings, shall have charge of the seal and the Corporation's books, and shall make such reports and perform such other duties as are incident to the office of Secretary, or are properly required of him or her by the Board of Directors. 
    3. The Treasurer.  The Treasurer shall have the custody of all moneys and securities of the Corporation and shall keep regular books of account.  The Treasurer shall disburse the funds of the Corporation in payment of the just demands against the Corporation or as may be ordered by the Board of Directors, taking proper vouchers or receipts for such disbursements, and shall render to the Board of Directors from time to time as may be required an account of all transactions as Treasurer and of the financial condition of the Corporation.  The Treasurer shall perform such other duties incident to his or her office or that are properly required of him or her by the Board of Directors.
    4. The Chairman of the Board. A Past President of INCOSE shall serve as Chairman of the Board if willing and able to service.  If unable or unwilling to serve, the Board of Directors, in its discretion, may elect a Chairman from among its Board members to serve as Chairman of the Board of Directors.  The Chairman, who, when present, shall preside at all meetings of the Board of Directors, and who shall have such other powers as the Board may determine.
  4. Standards of Conduct for Officers. An officer with discretionary authority shall discharge such officer's duties under that authority in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances; and in a manner the officer reasonably believes to be in the best interests of the Corporation.
  5. Delegation.  In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in such officer's place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may in its sole discretion select.
  6. Vacancies.  Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.
  7. Other Officers.  The Board of Directors, or a duly appointed officer to whom such authority has been delegated by Board resolution, may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
  8. Resignation.  An officer may resign at any time by delivering notice to the Corporation.  Such notice shall be effective when delivered unless the notice specifies a later effective date.  Any such resignation shall not affect the Corporation's contract rights, if any, with the officer.
  9. Removal.  Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
  10. Salaries and Contract Rights.  The salaries, if any, of the officers shall be fixed from time to time by the Board of Directors.  The appointment of an officer shall not of itself create contract rights.
  11. Bonds.  The Board of Directors may, by resolution, require any and all of the officers to give bonds to the Corporation, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.
  12. Contracts. The Chief Executive Officer may sign contracts authorized by the Board of Directors on behalf of the Corporation where the value of the contract is less than one thousand dollars in the first year.  Where the value exceeds that amount, both the Secretary and the CEO must sign.

ARTICLE V - Depositories

The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks, trust company or trust companies as the Board of Directors shall designate, and shall be drawn out only by check or other order for payment of money signed by such persons and in such manner as may be determined by resolution of the Board of Directors.

ARTICLE VI - Notices

Except as may otherwise be required by law, any notice to any director may be delivered personally or by mail.  If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the Corporation, with postage thereon prepaid.

ARTICLE VII - Seal

The seal of the Corporation, if any, shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the Corporation.

ARTICLE VIII - Indemnification of Officers, Directors, Employees and Agents

  1. Definitions.  For purposes of this Article:
    1. "Corporation" includes any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
    2. "Director" means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic Corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.  A director is considered to be serving an employee benefit plan at the Corporation's request if the director's duties to the Corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan.  "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
    3.  "Expenses" include counsel fees.
    4. "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
    5. "Official capacity" means: (i) When used with respect to a director, the office of director in the Corporation; and (ii) when used with respect to an individual other than a director, as contemplated in Section 6 and 7 of this Article, the office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation.  "Official capacity" does not include service for any other foreign or domestic Corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
    6. "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
    7. "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.
  2. Right to Indemnification.
    1. The Corporation shall indemnify any person who was or is a party to any proceeding, whether or not brought by or in the right of the Corporation, by reason of the fact that such person is or was a director of the Corporation, against all reasonable expenses incurred by the director in connection with the proceeding.
    2. Except as provided in subsection (e) of this Section 2, the Corporation shall indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:
      1. The individual acted in good faith; and
      2. The individual reasonably believed:
        1. In the case of conduct in the individual's official capacity with the Corporation, that the individual's conduct was in the Corporation's best interests; and
        2. In all other cases, that the individual's conduct was at least not opposed to the Corporation's best interests; and
      3. In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.
    3. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (b)(ii) of this Section 2.
    4. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Section.
    5. The Corporation shall not indemnify a director under this Section 2:
      1. In connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation; or
      2. In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
    6. Indemnification under this Article, Section 2 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.
  3. Advance for Expenses.
    1. The Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding and in advance of any determination and authorization of indemnification pursuant to Section 5 of this Article if:
      1. The director furnishes the Corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in Section 2 of this Article; and
      2. The director furnishes the Corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct.
    2. The undertaking required by subsection (a)(i) of this Section 3 must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
  4. Court-ordered Indemnification.  A director of the Corporation who is a party to a proceeding may apply for indemnification or advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction.  On receipt of an application, the court after giving any notice the court considers necessary may order indemnification or advance of expenses if it determines:
    1. The director is entitled to mandatory indemnification, in which case the court shall also order the Corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification;
    2. The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in Section 2 of this Article, or was adjudged liable as described in Section 2(e) of this Article, but if the director was adjudged so liable, the director's indemnification is limited to reasonable expenses incurred; or
    3. In the case of an advance of expenses, the director is entitled pursuant to the Articles of Incorporation, Bylaws, or any applicable resolution or contract, to payment or reimbursement of the director's reasonable expenses incurred as a party to the proceeding in advance of final disposition of the proceeding.
  5. Determination and Authorization of Indemnification.
    1. The Corporation shall not indemnify a director under this Article unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 2(b) of this Article.
    2. The determination shall be made:
      1. By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
      2. If a quorum cannot be obtained under (i) of this subsection, by majority vote of a committee duly designated by the Board of Directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding;
      3. By special legal counsel:
        1. Selected by the Board of Directors or its committee in the manner prescribed in (i) or (ii) of this subsection; or
        2. If a quorum of the Board of Directors cannot be obtained under (i) of this subsection and a committee cannot be designated under (ii) of this subsection, selected by majority vote of the full Board of Directors, in which selection directors who are parties may participate.
    3. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b) (iii) of this Section to select counsel.
  6. Indemnification of Officers
    1. An officer of the Corporation who is not a director shall be indemnified, and is entitled to apply for court-ordered indemnification under Section 4 of this Article, in each case to the same extent as a director; and
    2. The Corporation shall indemnify and advance expenses to an officer who is not a director to the same extent as to a director under this Article.
    3. The Corporation may also indemnify and advance expenses to an officer who is not a director to the extent, consistent with law, that may be provided by a general or specific action of its Board of Directors, or contract.
  7. Indemnification of Employees and Agents
    1. The Corporation may indemnify employees and agents of the Corporation, and may afford the right to such employees or agents to apply for court-ordered indemnification under Section 4 of this Article, in each case to the same extent as a director; and
    2. The Corporation may indemnify and advance expenses to an employee or agent of the Corporation who is not a director to the same extent as to a director under this Article.
    3. The Corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with law, that may be provided by a general or specific action of its Board of Directors, or contract.
  8. Insurance.  The Corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the Corporation, or who, while a director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic Corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the Corporation would have power to indemnify the individual against the same liability under this Article.
  9. Indemnification as a Witness.  This Article does not limit a Corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
  10. Report to Board.  If the Corporation indemnifies or advances expenses to a director pursuant to this Article in connection with a proceeding by or in the right of the Corporation, the Corporation shall report the indemnification or advance in writing to the members with or before the notice of the next board meeting.
  11. Validity of Indemnification.  A provision addressing the Corporation's indemnification of or advance for expenses to directors that is contained in these Bylaws, a resolution of the Board of Directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with the Nonprofit Corporation Act and any other applicable law.
  12. Interpretation.  The provisions contained in this Article shall be interpreted and applied to provide indemnification to directors, officers, employees and agents of the Corporation to the fullest extent allowed by applicable law, as such law may be amended, interpreted and applied from time to time.
  13. Savings Clause.  If this Article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, the Corporation shall nevertheless indemnify each director as to reasonable expenses and liabilities with respect to any proceeding, whether or not brought by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated, or by any other applicable law.
  14. Nonexclusivity of Rights.  The right to indemnification under this Article for directors, officers, employees and agents shall not be exclusive of any other right which any person may have, or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, other agreement, vote of disinterested directors, insurance policy, principles of common law or equity, or otherwise.

ARTICLE IX - Books and Records

The Corporation shall keep at its registered office, its principal office in this state, or its secretary's office if in this state, the following:

  1. Current Articles and Bylaws;
  2. Correct and adequate records of accounts and finances;
  3. A record of officers' and directors' names and addresses;
  4. Minutes of the proceedings of  the Board of Directors and any minutes which may be maintained by committees of the Board of Directors.  Records may be written, or electronic if capable of being converted to writing.

The records shall be open at any reasonable time to inspection by any member of the Board of Directors.  Any such member must have a purpose for inspection reasonably related to membership interests.

ARTICLE X - Amendments

  1. The Board of Directors shall have power to make, alter, amend and repeal the Bylaws of this Corporation by a majority vote of all members of the Board, whether present or not.
  2. The Board of Directors may adopt emergency Bylaws which shall be operative during an emergency in the conduct of business of the Corporation resulting from an attack on the United States or any nuclear or atomic disaster.  The emergency Bylaws may make any provision that may be practical and necessary for the circumstances of the emergency.

ARTICLE XI - Rules of Order

The rules contained in the most recent edition of Robert's Rules of Order Newly Revised shall govern all meetings of the Corporation where those rules are not inconsistent with law, the Articles of Incorporation, Bylaws or special rules of the Corporation.

Adopted by resolution of the Corporation's Board of Directors on 26 June, 2013.

 
 
 
 
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