BYLAWS OF INTERFACE FOUNDATION OF NORTH AMERICA

Preamble and Statement of Purpose

ARTICLE I

Section 1. Preamble. While various professional societies and organization have been developed to serve the interests and concerns of the professional community in both computer science and statistics separately, the Interface Foundation of North America, Inc. (IFNA) seeks to serve the common interests and needs of these professional communities jointly. The areas of interest are thus broadly interpreted as those aspects of computing science which impact on the theory, methodology and practice of statistical science as well as those aspects of computing science which are fundamentally stochastic in character.

Section 2. Purpose. The IFNA shall be a non-profit educational corporation concerned with fostering professional activities on the interface of statistical science and computing science primarily in the United States and Canada. The primary focus of the IFNA shall be the continuing series of professional meetings known in the past under the title Symposium on the Interface: Computer Science and Statistics. The IFNA shall be the legal entity responsible for the Symposium series. Possible additional activities include, but are not limited to, the establishment of a professional society of individuals and corporate members whose interests are in computing science and statistical science and, particularly, their interface, the publication in either print or optical/electronic media of professional documents including technical and research publications, the establishment of a computer-based communication network to serve individuals and groups with interests in computing science, statistical science and, particularly, their interface, the interaction with other professional societies in both computing science, statistical science and any other appropriate technical or professional area, the establishment of lecture series and prizes, the coordination of meetings and related professional activities with other professional organizations, and the production of professional directories.

The IFNA may establish a professional scientific society with individual and corporate members. The goal of this society would be to expand the scientific and technical knowledge of computing science and statistical science and, particularly, their interface, to disseminate scientific and technical information on computing science and statistical science and, particularly, their interface, and to provide for the professional well-being of its members and the scientific discipline.

 

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of the corporation shall be located in Fairfax County, Virginia. Administrative, financial and historical records shall be kept in the principal office although duplicate records may be kept elsewhere. The Board of Directors may appoint or hire a business manager without term to manage the function of the principal office.

Section 2. Other Offices. The corporation may also have offices at such other places as the Board of Directors may from time to time determine or the activities of the corporation may require.

ARTICLE II

MEMBERS

Section 1. Members. This corporation is a membership corporation and is deemed to be a professional society. Members may be "ordinary members" or "fellows". The fellow designation is intended as a honorary title.

ARTICLE III

BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure, and Qualifications. The entire Board of Directors shall consist of nine persons. Incumbent directors shall elect at each annual meeting persons to fill the offices of those directors whose terms of office are expiring. The newly elected directors will take office immediately upon being elected. The Board shall consist of four (4) at large members and the five (5) most recently elected Program Chairs, unless one of those Program Chairs is not available to serve as otherwise provided for in these Bylaws. The most recently elected Program Chairs shall be construed to include the Program Chair whose Symposium will occur next (current Program Chair) as well as the Program Chair whose Symposium is one beyond the next (Program Chair-elect). The at large members should normally serve a term of not more than four years. The Board of Directors should be elected at a time prior to the election of the new officers.

Section 2A. Ex-Officio Status. All past Symposia chairs not actually on the Board of Directors shall enjoy ex-officio status. Those with ex-officio status may attend meetings of the Board of Directors and participate fully in the deliberations and discussions of the Board, but may not vote or hold office.

Section 3. Annual Meetings. One annual meeting of the corporation shall be held in each calendar year. The Board of Directors shall hold such annual meeting at such place and time as the Board shall determine. At such meeting officers may be elected and the Board may transact such other business as may come before it at the meeting. The place and time of such meeting may be varied by written consent of all the directors.

Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place by the Board of Directors as shall be determined in advance from time to time by the Board of Directors, and in absence of a specific determination, such meetings shall be held at the principal office of the corporation.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by any three directors, and shall be held at the principal office of the corporation or at such place as the Board of Directors may determine.

Section 6. Notice of Meeting. No notice need be given of any annual or regular meetings of the Board. Notice of any special meeting of the Board of Directors shall be given at least seven (7) days previously thereto by written notice delivered personally or sent by regular first-class mail or telegram or by electronic mail to each director at his or her address as shown by the records of the corporation. 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 thereupon prepaid. If notice is given by telegram such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The business to be transacted at, and/or the purpose of, any annual, regular or special meeting of the Board of Directors need not be specified in the notice or waiver of such notice of such meetings.

Section 7. Waiver of Notice. In accordance with Va. Code Sec. 13.1-876, notice of any Board of Directors' meeting may be waived by any director by signing a waiver of such notice, whether signed before or after the time set for the meeting and delivered to the corporation. Notice of such meeting shall not be required as to any director who shall attend or participate in any meeting, except where the director at the beginning, or promptly upon his arrival, objects to the holding of the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 8. Presumption of Assent: Meeting by Telephone. In accordance with Va. Code Sec.13.1-868, a director who is present at a meeting of the Board of Directors (or a committee thereof) when corporate action is taken, is deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting, or promptly upon his arrival, to the holding of the meeting or transacting specified business at the meeting; or (b) he votes against or abstains from the action taken. In accordance with Va. Code Sec. 13.1-864, directors will be deemed present at a board meeting (or a meeting of a committee thereof), if the meeting is conducted using a conference telephone or similar communications equipment by means of which all directors may simultaneously hear each other during the meeting. The director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 9. Quorum. Majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. However, if less than a majority of the directors is present at any meeting, a majority of the directors present may during the meeting from time to time without further notice other than announcement at the meeting, adjourn the meeting until a quorum shall be present, at which time any business may be transacted which might have been transacted at the meeting originally called. Any board member shall have the right to call for a mail ballot of the full Board of Directors. In the event that those board members present at the Board of Directors meeting are deadlocked, mail ballot of the full Board of Directors shall be used to resolve the deadlock.

Section 10. Board Decisions. Each director shall have one vote. The act of the majority of directors present at the 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 by these bylaws.

Section 11. Vacancies. Any vacancy occurring in the Board of Directors in any directorship to be filled by reason increase in the number of directors, shall be filled by a vote of a majority of all the remaining members of the Board of Directors (though less than a quorum of the Board). A director appointed to fill a vacancy shall serve until the next annual meeting.

Section 12. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any annual, regular or special meeting of the Board. Directors are precluded from serving the corporation in any other capacity and receiving compensation therefore where they are an agent of the corporation.

Section 13. Action by Directors Without a Meeting. In accordance with Va. Code Sec.13.1-865, any action required or permitted to be taken in any meeting of the Board of Directors or any committee thereof may be taken without a meeting if one or more written consents, setting forth the action, is signed, either before or after such action, by all members of the Board of Directors or such committee thereof, as the case may be, and filed in the minutes of the proceedings of the Board of Directors or such committee. Any action taken pursuant to such written consent shall be effective when the last director signs such consent, unless the consent specifies a different effective date and the consent states the actual date of execution by each director. Any action so approved shall have the same effect as though taken at a meeting of the directors or such committee.

Section 14. Removal of Directors. Pursuant to provisions of Va. Code Sec. 13.1-860, a director may be removed only if the number of votes cast to remove him or her constitutes a majority of the votes entitled to be cast at an election of directors of the voting group by which such a director was selected. A director may be removed only at a meeting called for the purposes of removing him or her and the meeting notice shall state the purpose, or one of the purposes, of the meeting is removal of the director. Any such removal shall be without prejudice to the contract rights, if any, of such person removed.

Section 15. Resignation. In accordance with Va. Code Sec. 13.1-859, any director may resign his or her office at any time by delivering written notice to the Board of Directors, its Chairman, the President or the Secretary, and such resignation is effective when the notice is delivered unless the notice specifies a later effective date.

ARTICLE IV

OFFICERS

Section 1. Officers. The officers of this corporation shall be:

A. Chairman of the Board

B. President

C. Treasurer

D. Secretary

E. Program Chair

F. Program Chair-Elect

 

The offices of Chairman of the Board, President, Treasurer and Secretary shall be elected or appointed from among the members of the Board. Other officers may be elected or appointed from among the members of the Board as it shall deem appropriate, with such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except for the office of President and Secretary. The Chairman of the Board, the President, the Secretary and the Treasurer may be the current Program Chair, but may not be the Program Chair-elect, unless the Program Chair-elect has previously served as Program Chair. Assistant officers and agents may be appointed by the Board as it shall deem appropriate to assist in attending to and furthering the business and purposes of IFNA.

Section 2. Election and Term of Office. The officers of the corporation shall be elected, or reelected according to their prescribed term, annually by the Board of Directors at the annual meeting of the Board of Directors. This election to be held subsequent to the election of the Board of Directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer except the Program Chair, the Program Chair-elect and the Treasurer shall hold office for a period of three years, until his or her successor has been duly elected and qualifies or until he or she sooner dies, resigns, or is removed by the Board of Directors. The Program Chair and Program Chair-elect shall hold office, respectively, for the period of time designated in Section 5 of this Article.

Section 3. Removal and Resignation. In accordance with Va. Code Sec. 13.1-874, any officer elected or appointed by the Board of Directors may be removed either with or without cause by the Board of Directors whenever in its absolute discretion, it considers 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. Any officer may resign at any time by giving notice to that effect to the corporation, to take effect when delivered or at a later date specified in the notice.

Section 4. Vacancies. The 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. Powers and Duties. The several officers may have such powers and shall perform such duties as may from time to time be specified in resolutions or the directives of the Board of Directors. In general, the officers of IFNA shall be the Chairman of the Board, President, Treasurer, Secretary, Program Chair, Program Chair-elect, and such other officers as from time to time the Board of Directors may designate.

(1) The Chairman of the Board is the chief executive officer of the IFNA. The Chairman of the Board is expected to provide leadership and coherency to the Board of Directors and direction to the evolution of IFNA. He or she is elected, by the Board of Directors from among its members, for a period of three years commencing immediately upon being elected and completing the term in the third annual meeting thereafter.

(2) The President is the chief operating officer of IFNA and holds the corporate records, is empowered to sign legal instruments on behalf of the IFNA provided that such legal instruments are approved by the Board of Directors, and, generally acts on behalf of the IFNA in day-to-day matters. The President may be the current Program Chair, but may not be the Program Chair-elect unless the Program Chair-elect has previously served as Program Chair. He or she is elected, by the Board of Directors from among its members, for a period of three years commencing immediately upon being elected and completing the term in the third annual meeting thereafter.

(3) The Secretary is the officer responsible for establishing corporate records including records of the meetings of the Board of Directors as well as maintaining corporate correspondence. The Secretary is responsible for holding a duplicate set of corporate records. The Secretary may be the current Program Chair, but may not be the Program Chair-elect unless the Program Chair-elect has previously served as Program Chair. He or she is elected, by the Board of Directors from among its members, for a period of three years commencing immediately upon being elected and completing the term in the third annual meeting thereafter.

(4) The Program Chair shall be elected by the Board of Directors for technical and administrative skill suitable to the organization and conduct of the Symposium. The term of Office of the Program Chair shall be from for one year commencing with the election of officers at the annual meeting just prior to his or her own Symposium. The Program Chair would have normally a year as Program Chair-elect. The Program Chair shall have primary responsibility for the technical organization of and local arrangements for the Interface Symposium. To assist in the development of the program and local arrangements, the Program Chair may appoint a Vice Program Chair, a Program Committee and a Local Arrangements Committee. In addition, the Program Chair in consultation with the other officers of the IFNA shall determine the financial requirements of the next Interface Symposium and the methods of funding these requirements. The Program Chair is not personally responsible for any financial aspects of the Interface Symposium, but will work with the IFNA officers to insure the financial integrity of his or her Symposium and the IFNA.

(5) The Program Chair-elect assumes his or her duties for one year commencing with the election of officers at the annual meeting held two years prior to his or her own Symposium. The position of Program Chair-elect is intended as a preparatory position. The Program Chair-elect shall be an ex-officio member of the Program Committee and should be fully informed of the Program Chair's deliberations and activities. The Program Chair-elect may be a full member of the Program Committee at the discretion of the Program Chair. The Program Chair will normally establish a Program Committee to assist the development of the technical program for the annual Interface Symposium. The Program Chair is Chair of the Program Committee. The form and composition of the Program Committee is left to the discretion of the Program Chair. Normally members of the Program Committee are responsible for organizing one or more individual technical sessions.

(6) The Treasurer is the officer for financial matters of the IFNA including disbursement of monies for the operation of IFNA and its activities. The Treasurer may sign proposals for grants and contracts on behalf of the IFNA and may with the authorization of the Board of Directors approve obligation and dispersal of monies as from time to time may be required according to the terms of such grants or contracts. The Treasurer is appointed by the Board of Directors without term.

Section 6. Qualifications of Officers: Bonds. An officer shall qualify for office by delivering to the corporation the bond as may be required by this section. If no bond is required, an officer shall qualify by delivering to the corporation a writing signed by the officer accepting the office. The Treasurer, Assistant Treasurer, and all other officers, agents, and employees of the corporation who disburse funds of the corporation in any manner and all other officers, agents, and employees of the corporation specifically designated by the Board of Directors shall execute such fidelity bonds in favor of the corporation in such penal sums as may be specified by the Board of Directors. Each such fidelity bond shall be executed by the officer, agent, or employee as principal and by a corporate surety company approved by the Board of Directors, provided, however, that blanket bonds may be employed in lieu of individual bonds, in the case of employees. All premiums for fidelity bonds required of officers, agents, and employees shall be paid by the corporation and such premium shall be a corporate expense.

ARTICLE V

COMMITTEES

Section 1. Committees of Directors. In accordance with Va. Code Sec 13.1-869, the Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which may 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 and the management of the corporation, but no further than can be lawfully delegated by the Board. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or an individual director, of any responsibility imposed on it or him by law. The various provisions of these bylaws regarding meetings, notices, waiver of notices, quorums, voting and actions without meetings shall apply to the committees as well.

Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be properly designated from time to time 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 such committees shall be members of the Board of Directors and the President of the corporation shall appoint members thereof. Any member thereof may be removed with or without cause at any time by the person or persons authorized to appoint such member whenever in their absolute discretion, they may consider the best interest of the corporation would be served by such removal.

ARTICLE VI

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

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

Section 2. Checks, Drafts or Orders. 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 from time to time may be determined by resolution of the Board of Directors.

Section 3. Deposits and Investments. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. Other prudent investments as determined by the Board of Directors shall also be permissible.

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

ARTICLE VII

BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having and exercising any of the authority of the Board of Directors.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the corporation shall be the period selected by the Board of Directors as the taxable year of the corporation for federal income taxes, unless the Board of Directors specifically establishes a different fiscal year.

ARTICLE IX

SEAL

The Board of Directors may provide a corporate seal which shall contain the words "Interface Foundation of North America, Inc." and the year of incorporation.

ARTICLE X

DISSOLUTION

The corporation may be dissolved in accordance with Va. Code Sec. 13.1-902, et. seq., and its assets shall be applied and distributed in accordance with Virginia law and pursuant to the applicable provisions of the Articles of Incorporation.

ARTICLE XI

AMENDMENT OF BYLAWS

Section 1. Manner of Amending. Except as otherwise provided by law or the Articles of Incorporation, these bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the directors present attending any annual, regular or special meeting, if at least thirty (30) days prior written notice is given to all directors of the intention to alter, amend, or repeal or to adopt new bylaws at such meeting (unless such notice is waived by any director not receiving such notice in accordance with the waiver of notice provisions contained in these bylaws).

Section 2. Conflicts. In the case of any conflict between the Articles of Incorporation and these bylaws, the Articles shall control; and in the case of any conflict between the Articles of Incorporation, these bylaws and Virginia law, Virginia law shall govern.