|DIGITAL ENTERPRISE SOCIETY BYLAWS|
Article I Name and Purpose
Section 1 – Name: The name of the organization shall be the Digital Enterprise Society. It shall be a nonprofit organization incorporated under the laws of the state of Ohio.
Section 2 – Purpose: The Digital Enterprise Society is organized exclusively for scientific, education, training, certification and charitable purposes.
The Digital Enterprise Society promotes the evolution of the manufacturing community towards the formation of the digital enterprise. The Digital Enterprise Society is an organization transforming industry to leverage digital information in its various forms and decision-making processes. In this environment, the digital product and process definition serves as a dynamic artifact that is used by various authors and consumers of information to enable the transformation of product development, design, delivery and maintenance. for their respective tasks. The digital enterprise embraces feedback from the various lifecycle stages of the product to improve the product and process representation for the creation of subsequent products and product iterations. Fundamental to the digital enterprise is the concept of the digital twin – a high-fidelity, digital counterpart to the physical products and process that acts as a predictive input and dynamic validation mechanism for a company’s products. People working within the enterprise have an enlightened view of digital product information, and how it can be leveraged in their daily work. Organizational and cultural change are fundamental to this evolution, and the Society will contribute by offering a forum for the exchange of ideas surrounding the tools, processes, and practices used across the product lifecycle. These transforming technologies affect the manner in which people organize and work; therefore, the Society will:
Article II – Membership
Section 1 – Eligibility for Membership: Application for voting membership shall be open to individuals and companies interested in the digital enterprise and shall be divided into 9 categories, with such classes and applicable qualifications as described below. All such individuals must fulfill all applicable criteria and obligations to qualify for admission to membership established by the Board. Membership is granted after completion and receipt of a membership application and annual dues.
Section 2 – Member Categories: The types of memberships shall be as follows:
Consult the DES Policies and Procedures Manual for additional details and restrictions on member categories.
Section 3 – Annual Dues: Dues will be charged annually for all member types. Consult the DES Policies and Procedures Manual for additional details on membership categories and corresponding dues.
Section 4– Suspension, Expulsion and Refusal of Membership; Resignation: The Board of Trustees shall, in its sole and absolute discretion and in accordance with the procedures set forth herein, have the power to suspend or expel any Member who does not comply with these By-Laws, the Articles of Incorporation, Policies and Procedures Manual, or who engages in unprofessional or illegal conduct. In such event the Board of Trustees shall deliver written notice of the proposed suspension or expulsion to such individual not less than fifteen (15) days before the effective date of the suspension or expulsion and provide such individual an opportunity to make a statement to the Board of Trustees, either orally or in writing, within five (5) days before the effective date of the suspension or expulsion. Such action shall require a two-thirds (2/3) vote of the Board of Trustees, except that if the Member being considered for suspension or expulsion is a member of the Board of Trustees, then he or she shall not be permitted to vote on the matter. The Board of Trustees shall, in its sole and absolute discretion, have the power to refuse Membership to any individual who does not meet the membership qualifications set forth in these Bylaws and otherwise does not fulfill the criteria for membership established by the Board of Trustees. A Member may resign at any time by providing written notice to the Society. The resignation of a Member does not relieve the Member from any obligations to the Society the Member may have incurred prior to resignation.
Article III - Meetings of Members
Section 1 Meetings – Frequency: The Board of Trustees shall have the power to call an annual or special meeting of the Members. An annual meeting shall be held: to thank outgoing and welcome/ introduce incoming Trustees; to provide a report on the activities and financial condition of the Society; and to act upon any other matters brought before the Members. If an annual meeting of Members has not been held during the preceding fifteen (15) months, at least fifty (50) Voting Members or one (1) percent of the Voting Members, whichever is less, may demand an annual meeting of Members by written notice of demand given to the Chairperson or Finance Trustee of the Society. Within thirty (30) days after receipt of the demand, the Board shall cause a meeting of Members to be called and held at the expense of the Society on notice no later than ninety (90) days after receipt of the demand. If the Board fails to cause a meeting to be called and held as required by this subdivision, the Voting Members making the demand may call the meeting at the expense of the Society by giving notice as required pursuant to these Bylaws and the Act.
Section 2 Meetings – Time & Place: Any meeting of the Members may be held at the time and place determined by the Board of Trustees and as set forth in notice provided to the Members. If a demand for a meeting is made under Article III, Section 1, above, and the Board of Trustees has not otherwise determined a location for the meeting, the meeting must be held in the county where the Society's registered office is located.
Section 3 Meetings - Remote Communication: Any annual or special meeting of the Members may be held solely by one or more means of remote communication, provided that notice of the meeting is given to every Voting Member, and if the number of Voting Members participating in the meeting is sufficient to constitute a quorum at the meeting. Participation by a Voting Member in this manner constitutes presence at the meeting in person or by proxy. If a meeting is held in a physical location, a member not physically present in person or by proxy may participate in the meeting by means of remote communication. If any meeting is held solely by remote communication or if Voting Members participate by means of remote communication, the Society must:
(a) implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a Member; and
(b) implement reasonable measures to provide each Member participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to:
(i) read or hear the proceedings of the meeting substantially concurrent with those proceedings;
(ii) if allowed by the procedures governing the meeting, have the Member’s remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks; and
(iii) if otherwise entitled, vote on matters submitted to the Members.
Section 4 Meetings - Notice Requirements:
a. To whom given. Notice of meetings of Members must be given to every Voting Member as of the record date determined pursuant to Article II, Section 7 herein. If the meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of adjournment, notice is not required unless a new record date for the adjourned meeting is or must be fixed under Article II, Section 7(B), below.
b. When given; Contents. In all cases where a specific minimum notice period has not been fixed by the Act, the notice must be given at least five (5) days before the date of the meeting and not more than sixty (60) days before the date of the meeting. The notice must contain the date, time, and place of the meeting, and in the case of a special meeting, the purposes of the meeting, and any other information required by the Act. The business at a special meeting of the Voting Members is limited to the purposes set forth in the notice of the meeting. If proxies are permitted at the meeting, the notice must so inform Voting Members and state the procedure for appointing proxies.
c. Waiver of notice; Objections. A Voting Member may waive notice of a meeting of Members. A waiver of notice by a Voting Member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a Voting Member at a meeting is a waiver of notice of that meeting, unless the Voting Member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.
Section 5 - Record date; Determining Members Entitled to Notice and Vote:
a. The Board of Trustees may fix a date not more than sixty (60) days before the date of a meeting of Members as the date for the determination of the Voting Members entitled to notice of and entitled to vote at the meeting.
b. Adjourned Meeting. A determination of Voting Members entitled to notice and to vote at a Membership meeting is effective for an adjournment of the meeting unless the Board fixes a new date for determining the right to notice and to vote, which it must do if the meeting is adjourned to a date more than sixty (60) days after the record date for determining Voting Members entitled to notice of the original meeting.
Section 6 - Members' List for Meeting:
a. After fixing a record date for notice of and voting at a meeting of the Members, the Society shall prepare an alphabetical list of the names of its Voting Members who are entitled to notice and to vote. The list must show the address and number of votes each Voting Member is entitled to vote at the meeting.
b. The list of Members must be available for inspection by a Voting Member for the purpose of communication with other Members concerning the meeting, beginning two (2) business days after the meeting notice is given and continuing through the meeting, at the Society's registered office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. The list also must be available at the meeting. A Voting Member, a Voting Member's agent, or attorney is entitled on written demand to inspect and to copy the list, at a reasonable time and at the Voting Member's expense, during the period it is available for inspection and at any time during the meeting or an adjournment.
c. Improper use Prohibited. A Member, agent, or attorney who gains access to the Society’s Membership list under this Article III, Section 6, may not use or give to another for use the Membership list for any purpose other than a proper and legal purpose. Upon application of the Society, the district court may issue a protective order or order other relief necessary to enforce this provision.
Section 7 -Right to Vote: Each Voting Member in good standing is entitled to one vote on each matter voted on by the Voting Members.
Section 8 - Proxies: Voting Members shall be permitted to vote via proxy: A Voting Membe may authorize a proxy to act on the Voting Member’s behalf by filing a non-electronic written appointment of a proxy, signed by the Voting Member, with an officer of the Society at or before the meeting at which the appointment is to be effective, or by authenticated electronic communication of an appointment of a proxy with the Society at or before the meeting at which the appointment is to be effective.
Section 9 - Acts of the Members:
a. Unless a greater vote is required by the Act, if a quorum is present, or if a quorum has been present at a meeting, the affirmative vote of the majority of the Voting Members present and entitled to vote, which must also be a majority of the required quorum, is the act of the Members.
b. Voting Members may take action at a meeting by voice or in-person ballot vote or electronic ballot.
Section 10 – Quorum:
a. Number Required. Except as provided in the sentence immediately below, a quorum for a meeting of Members is one (1) percent of the Voting Members entitled to vote at the meeting.
b. Except as provided in the sentence immediately below, a quorum is necessary for the transaction of business at a meeting of Voting Members. If a quorum is not present, a meeting may be adjourned from time to time for that reason. If a quorum has been present at a meeting and Voting Members have withdrawn from the meeting so that less than a quorum remains, the Voting Members still present may continue to transact business until adjournment.
Article IV – Board of Trustees
Section 1 - General authority: The general authority of the Society’s Board of Trustees is to define, adopt, and oversee the execution of the Society’s organizational and financial strategies. The Board will act in the best interest of the Society, its benefactors, staff, and recipients of its awards.
Section 2 - Board membership: Board of Trustees membership is open to anyone 21 years of age or older who is a bona fide member of the industrial or educational community affiliated with digital enterprise tools, methods or operations.
Section 3 - Term of Office: The term of office for all Trustees will be two (2) years, except for the Vice President. The Vice President will serve a three (3) year term – Vice President, President and Past President. An appropriate stagger and cadence for elections will be developed so that the entire Board does not turn over in one election.
Section 4 – Vacancies: Vacancies to the Board of Trustees position will be filled by appointment or ascension as needed depending on the position. The DES Board of Trustees will identify appropriate candidates, review and interview the prospective candidates, and conduct a vote to determine a nominee. The nominee will be informed of their selection, and upon acceptance of the position, will be installed as the replacement Trustee. The new Trustee will complete the term of the previous Trustee in that position and will be eligible for election during the next immediate election cycle.
Section 5 - Resignation and Removal:
a. Resignations: In the event of a Trustee’s resignation, the remaining Board of Trustee members will work to fill the vacancy of the position through appointment. Resignation requests must be sent in writing to the Board of Trustees.
b. Removal: A Trustee can be removed for conduct detrimental to the Society or for professional or financial conflict of interest. In the event that a removal is needed, the Board of Trustees will conduct an inquiry into the situation. Once information has been gathered, a board meeting will be called to review the case. The Trustee being reviewed for removal will have an opportunity to comment to the board on the charges against them and will be afforded due process. Once all information has been gathered, and the Trustee in question has been heard, the remaining Board members will meet again for final discussion and a vote. If the outcome of the vote is to remove the Trustee in question, the removal is effective immediately, and the remaining Trustees will fill the vacancy according to the process outlined in the policies and procedures document.
Section 6 – Compensation: Trustees shall receive no compensation for their services as such. However, the Board may adopt rules for reimbursing Trustees for expenses incurred in connection with Board meetings, committee meetings, and other activities of the Society. Nothing herein contained shall be construed to preclude any Trustee from serving the Society in any other capacity and receiving compensation therefore, provided that the nature of such other capacity is fully disclosed to the Board. Such compensation shall not be excessive in amount and the services performed therefore shall be reasonable and necessary for the furtherance of the Society’s purposes.
Section 7 - Officers of the Board:
a. Duties of the Trustees. The Trustees will execute their respective positions in the best interest of the Society. They are expected to attend all meetings, both virtually and in person as needed. Consult the DES Policies and Procedures Manual for complete information on the Trustee duties and responsibilities.
b. The Society’s Board of Trustees will be comprised of the following positions:
Consult the Policies and Procedures Manual for a full description of the board positions, duties and responsibilities.
Section 8 – Board of Trustees Meetings
a. Annual Meeting: The annual meeting of the Board of Trustees of the Society shall take place in conjunction with a designated industry event. The Society Board of Trustees shall choose the industry event on an annual basis.
b. Notice of Annual Meeting: Written or printed notice, stating the time, date and place of the annual meeting shall be sent to all trustees at least thirty (30) days prior to the date of the annual meeting.
c. Special Meetings: Special meetings of the board may be called at the direction of the President or by majority of the voting trustees then in office. Notice of any special meeting of the board shall be given at least three days prior thereto by written notice delivered electronically or by mail.
d. Quorum for all meetings: A majority (1/2 the total voting and in good standing trustees plus 1) shall constitute a quorum for the transaction of business at a meeting.
Article V – Committees: The President, subject to the approval of the Board of trustees, shall approve additional committees and/or task forces as may be needed to further the goals of the Society. Additional information on committee leadership and membership can be found in the policies and procedures manual.
Section 1 - The Standing Committees of this Society shall be:
a. Executive Committee
b. Finance and Budget Committee
c. Nominating/Governance Committee
d. Audit Committee
e. Compensation Committee
Section 2 - Designation; Vacancies: The Board of Trustees shall have power at any time to change the members of any committee, to fill vacancies, and to discharge any committee.
Section 3 – Powers: Each committee appointed by the Board of Trustees shall be subject to the control and direction of, and shall report to, the Board of Trustees. Except as expressly set forth herein or in the resolution authorizing the creation of the committee, no committee shall have authority to act on its own behalf or on the Society’s behalf, or to bind the Society in any manner, without the prior express written permission of the Board of Trustees.
Section 4 - Procedure; Meetings; Quorum: Except as expressly set forth herein, the provisions set forth in Article III, Section 11 of these Bylaws governing meetings of the Board of Trustees shall apply to meetings of committees. A majority of the whole number of the members of each committee shall constitute a quorum at any meeting thereof, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee.
Section 5 – Compensation: Members of committees shall receive no compensation for their services as such, however, the Board may adopt rules for reimbursing members of committees for expenses incurred in connection with committee meetings and other activities of the Society. Nothing herein contained shall be construed to preclude any committee member from serving the Society in any other capacity and receiving compensation therefore, provided that the nature of such other capacity is fully disclosed to the Board. Such compensation shall not be excessive in amount and the services performed therefore, shall be reasonable and necessary for the furtherance of the Society’s purposes.
Article VI Limitation of Liability and Indemnification
Section 1 - Limitation of Liability: A Trustee shall not be liable for the performance of his or her duties as a Trustee of the Society provided that such Trustee has discharged the duties of the position of Trustee in good faith, in a manner that the Trustee reasonably believes to be in the best interests of the Society and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
Section 2 - Reliance: Provided that a Trustee does not have actual knowledge concerning the matter in question, a Trustee is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by:
(a) one or more officers or employees of the Society whom the Trustee reasonably believes to be reliable and competent in the matters presented;
(b) counsel, public accountants or other persons as to matters that the Trustee reasonably believes to be within the person’s professional or expert competence; or
(c) a committee of the Board of Trustees upon which the Trustee does not serve, duly established by the Board of Trustees, as to matters within the committee’s designated authority, if the Trustee reasonably believes the committee to merit confidence.
Section 3 - Indemnification: The Society shall indemnify a person made or threatened to be made a party to a proceeding because that person is or was a Trustee, officer, committee member, or employee of the Society against judgments, penalties, fines including, but not limited to, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses including, but not limited to, attorneys’ fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person: (a) has not been indemnified by another organization for the same liability with respect to the same acts or omissions; (b) acted in good faith; (c) did not receive any improper personal benefit and did not have any improper conflict of interest; (d) in the case of a criminal proceeding, did not have reasonable cause to believe the conduct was unlawful; and (e) reasonably believed that such person’s conduct was in the best interest of the Society or that the conduct was not opposed to the best interest of the Society.
Section 4 – Advances: If a person is made or threatened to be made a party to a proceeding because that person is or was a Trustee, officer, committee member, or employee, then the person is entitled, upon written request to the Society, to payment or reimbursement by the Society of reasonable expenses including, but not limited to, attorneys’ fees and disbursements incurred by the person in advance of the final disposition of the proceeding:
a. upon receipt by the Society of a written affirmation by the person of a good faith belief that the criteria for indemnification set forth herein have been satisfied and a written undertaking by the person to repay the amounts paid or reimbursed by the Society, if it is determined that the criteria for indemnification set forth herein have not been satisfied; and
b.after a determination that the facts then known to those making the determination would not preclude indemnification as set forth herein.
Section 5 - Insurance: The Society may, but shall not be required to, buy and maintain insurance on behalf of its Trustees, officers and employees, in such persons’ official capacities, against liability asserted against and incurred by such persons in or arising from such capacity as Trustees, officers and employees, whether or not the Society would have been required to indemnify such persons against the liability under Section 317A.521 of the Act.
Section 6 - Disclosure: The Society shall disclose to Members in writing the amount of the indemnification or advances provided to a person pursuant to this Article and to whom and on whose behalf it was paid not later than the next meeting of the Members.
Section 7 - No Limitation: This Article is not intended to prohibit or limit the indemnification provisions provided by Section 317A.521 of the Act.
Section 8 - Rules and Regulations: The Society Board of Trustees shall adopt such rules and regulations as may be necessary for the proper conduct of its work. Roberts’s Rules of Oder shall govern all meetings of the Society, unless suspended by a majority vote of those present at any meeting.
Section 9 - Limitations on Activities Dissolution: The Society shall use its funds only to accomplish the objectives and purposes specified in the Bylaws, and no part of the net earnings of the Society shall inure to the benefit of or be distributable to its Trustees, officers, other private individuals, or organizations organized and operating for profit, except that the Society is authorized and empowered to pay reasonable compensation for services rendered. On dissolution of the Society, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, or philanthropic organizations to be selected by the Board of Trustees.
Section 10 - Fiscal Year: The fiscal year will be determined by the Digital Enterprise Society Trustees.
Section 11 - Audit and Auditors: Auditors shall be appointed annually by the Board of Trustees. The books and records of the Society shall be audited annually within ninety (90) days after the end of the fiscal year. The findings of such audit shall be reported to the board within the following ninety (90) days.
Article VII – Amendments
Upon proposal by a member of the Board of Trustees, these bylaws may be amended, repealed, or altered in whole or in part, by approval of a 2/3 vote of the Board of Trustees. Amendments so made shall be effective immediately upon passage.
Article VIII – Contracts, Checks, Notes, etc.
Section 1 - Execution of Contracts: All contracts, agreements, checks, drafts, notes, bonds, bills of exchange and orders for the payment of money, or other evidences of indebtedness (hereinafter collectively referred to as the “Money Contracts”) shall, unless otherwise directed by the Board of Trustees as stated in the Policies and Procedures Manual as described in Article X of these By-Laws, or unless otherwise required by law, be signed by the Digital Enterprise Society Executive Director per the Policies and Procedures Manual. In the event the Executive Director is unable to sign, another member of the Digital Enterprise Society staff may be authorized to sign by the Board of Trustees.
Section 2 – Loans: No loans shall be contracted on behalf of the Society and no negotiable paper shall be signed in its name unless authorized by written resolution of the Board of Trustees. When authorized by the Board of Trustees, any authorized Trustee and/or the Society Executive may effect loans and advances at any time for the Society from any bank, trust company or other institution, or from any firm, Society or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Society and, when authorized so to do, may pledge, hypothecate or transfer any securities or other property of the Society as security for any such loans or advances. Such authority may be general or confined to specific instances.
Article IX Non-Profit Status
These Bylaws of the Society shall at all times be so construed and limited as to enable the Society to qualify and to continue qualifying as a non-profit corporation duly organized and existing under the provisions of the Act.
Article X Society Responsibility
The Society shall not be responsible for any information distributed, published or presented to or by the Members. All programs, techniques, and other information disclosed by a Member, either in written or oral form, shall be considered non-proprietary and non-confidential. Subsequent disclosure to others shall not impose any liability whatsoever on either the Society, its trustees, directors, officers, employees, agents, successors, assigns or its Members.
Article XI Policies and Procedures Manual
The Board of Trustees shall adopt a Policies and Procedures Manual to establish policies and procedures for the operation of the Society in greater detail than is set forth herein. The Board of Trustees shall have the power to revise or amend the Policies and Procedures Manual in its sole and absolute discretion, from time to time, as it deems necessary. Said Policies and Procedures Manual is fully incorporated herein by reference. In the case of any conflict between the terms set forth herein or in the Society’s Articles of Incorporation and the terms set forth in the Policies and Procedures Manual, the terms set forth herein or in the Articles of Incorporation, whichever is applicable, shall govern and the terms in the Policies and Procedures Manual shall be modified to the least extent necessary to correct such conflict.