By-Laws of The International Society of Data Scientists Inc.
ARTICLE I — NAME AND PURPOSE
1.1 Name: The name of the organization shall be “The International Society of Data Scientists Inc” (The ISODS). It shall be a nonprofit organization incorporated under the laws of the State of Massachusetts.
1.2 Purpose: The purpose of this corporation is to advance the knowledge and application of data science and artificial intelligence; to establish and maintain standards of qualification for membership; to promote and maintain high standards of competence and conduct for members; to promote awareness of the profession; and to engage in all activities in furtherance of the foregoing as consistent with Massachusetts law and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
1.3 Fiscal Year. The fiscal year of the corporation, unless otherwise decided by the directors, shall end on December 31 in each year.
ARTICLE II — MEMBERSHIP
2.1 Membership: Members are categorized as individual and affiliate members, both need to be registered with the Society. Individual members pay due; while affiliate members do not. Both individual and affiliate members may take professional exams toward 3 titles: Associate Master, Master, and Grandmaster. Only individual members who are Grandmasters are eligible for being selected to be board members by the board of directors when needed. These individual members must be continuously members starting on the first exam with the Society, regardless of the exam result. Other members might be selected to be the board members if the board determines the necessity.
ARTICLE III — SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISORS, COMMITTEES, AND FRIENDS OF THE CORPORATION
3.1 Honorary and advisory titles: The directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisors, committees or friends of the corporation or such other title as the directors deem appropriate. Such persons shall serve in an honorary or advisory capacity and, except as the directors shall otherwise designate, shall in such capacity have no right to notice or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
ARTICLE IV — BOARD OF DIRECTORS
4.1 Board role, size and compensation: The board is responsible for overall policy and direction of the Society, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 20 members. The board receives no compensation other than reimbursement for reasonable and documented expenses if funds are available.
4.2 Terms: All board members shall serve three-year terms, and are eligible for re-election. The partial first year is considered as a year in term of office.
4.3 Meetings and notice: The board shall meet at least bi-quarterly, at an agreed upon time and place.
4.4 Board elections: During the last bi-quarter of each fiscal year of the corporation, the board of directors shall elect directors to replace those whose terms will expire at the end of the fiscal year, if there are. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws. A founding director and incorporator holds the chair of the board role. If there is no such a founding director in the board, the role is decided by the votes of the directors then in office.
4.5 Election procedures: New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
4.6 Quorum: A quorum must be attended by at least fifty percent of board members for business transactions to take place and motions to pass.
4.8 Vacancies: When a vacancy on the board exists mid-term, the clerk must receive nominations for new members from present board members three weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
4.9 Resignation, termination and absences: Resignation from the board must be in writing and received by the clerk. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by the majority of the remaining directors.
4.10 Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the clerk to each board member at least three weeks in advance.
4.11 Remote communication for meetings: Any meeting of directors may be conducted solely by one or more means of remote communication through which all directors may participate in the meeting. Remote communication includes but is not limited to telephone, video, the Internet, or such other means by which persons may communicate with each other on a substantially simultaneous basis. Participation in a meeting by any of the above-mentioned means constitutes attendance at a meeting.
4.12 Action without a meeting: An action that may be taken at a regular or special meeting may be taken without a meeting if the clerk mails or electronically delivers a ballot to every director entitled to vote on the action. The ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by ballot is valid only if the number of votes cast by ballot equals or exceeds the number of votes that would be required to approve the action at a meeting.
ARTICLE V — OFFICERS AND OTHER STAFF MEMBERS
5.1 Number and Qualification: The officers of the corporation shall be a president, two vice presidents, a treasurer, and a clerk. A person may hold more than one office at the same time. The officers are directors, but not mandatory. The officers must be members of the Society. Initial officers are members of the Society by default.
5.2 Election and Term: The president, vice presidents, treasurer and clerk shall each hold office as long as their performance is satisfying. In the case that an officer position needs to be filled, the election is decided by the directors then in office.
5.3 President and Vice Presidents. The president shall be the chief executive officer of the corporation, except as the directors may otherwise provide, and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. The president shall have such other duties and powers as the directors may determine. The vice president shall have such duties and powers, as the directors shall determine. The vice president shall have and may exercise all the powers and duties of the president during the absence of the president or in the event of his or her inability to act.
5.4 Treasurer: The treasurer shall be the chief financial officer of the corporation. The treasurer shall, subject to the control of the directors, be in charge of the financial affairs of the corporation and shall keep full and accurate records thereof. The treasurer shall have such other duties and powers as the directors shall determine.
5.5 Clerk: The clerk shall record and maintain records of all proceedings of the members and directors in a book or books kept for that purpose.
5.6 Other staff members: Other staff members might be appointed by the president as needed.
5.7 Removal: Any officer may be removed from office with or without cause by the vote of a majority of the directors. An officer may be removed for cause only after reasonable notice and opportunity to be heard before the directors.
5.8 Resignation: Any officer may resign by delivering his written resignation to the president, treasurer or clerk of the corporation, or to a meeting of the directors. Such resignation shall be effective upon receipt.
5.9 Remote meetings: Any meeting of staff may be conducted remotely via but is not limited to telephone, video, the Internet, or such other means by which persons may communicate with each other on a substantially simultaneous basis. Participation in a meeting by any of the above-mentioned means constitutes attendance at a meeting.
ARTICLE VI — COMMITTEES
6.1 Committee formation: The board may create ad hoc committees as needed in addition to existing committees. There could be committees such as competitions, conferences, professional exams, publications, fundraising, housing, public relations, membership, etc. The board chair appoints all committee chairs. All the committee members and chairs are voluntary by default except mentioned specifically in offer letters.
6.2 Executive Committee: The officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
6.3 Finance Committee: The treasurer is the chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income.
ARTICLE VII — EXECUTIVE DIRECTOR
7.1 Executive Director: The initial president is in charge of the role of the executive director. The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary.
ARTICLE VIII — LIABILITY
8.1 The directors, and officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the corporation may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the corporation.
8.2 The corporation is not responsible for any debt, liability, or obligation of its members
ARTICLE IX – AMENDMENTS
9.1 Amendments: These by-laws may at any time be altered, amended or repealed, in whole or in part, by vote of a majority of the directors then in office, defined as at least fifty one percent.