By-Laws - Audio Engineering Society - Los Angeles

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AUDIO ENGINEERING SOCIETY, INC.
LOS ANGELES SECTION

AES LA Section Bylaws – amended 2010 May 25

BY-LAWS

ARTICLE-I
NAME and AFFILIATION:
 
  1. The name of this organization is the LOS ANGELES SECTION of the AUDIO ENGINEERING SOCIETY, Inc. (hereinafter referred to as SECTION)
  2. The AUDIO ENGINEERING SOCIETY, Inc. is a not-for-profit international technical society, incorporated and headquartered in New York City, NY (hereinafter referred to as SOCIETY).

ARTICLE-II
OBJECTIVES:
The purposes and objectives of the SECTION shall be:
  1. The increase and dissemination of educational, scientific knowledge in audio engineering and the promotion and advancement of this science and its allied arts in both theoretical and practical application.
  2. The stimulation of interest in audio engineering, the encouragement of the interchange and intercourse of ideas, and the promotion and maintenance of high professional standards among its members and the audio community at large.
  3. To this end it shall be the purpose of the SECTION to hold meetings for the presentation or discussion of professional papers, publications, communications, or demonstrations. The SECTION also may conduct such other professional activities as shall properly fulfill the objectives and purposes of the SOCIETY.

ARTICLE-III
AREA of the SECTION:
The geographical area of the SECTION shall be set by the Board of Governors, and shall encompass the portion of the State of California covered by US ZIP Codes 900xx through 935xx, inclusive. [i]

ARTICLE-IV
GOVERNMENT and OFFICERS:
  1. The governing body of the SECTION shall be the Executive Committee, which shall consist of the four elected SECTION Officers — Chair, Vice Chair, Secretary, and Treasurer — and eight elected Committee members.
  2. The Chair, or a delegate appointed by the SECTION Executive Committee, shall be the SECTION’s representative to the SOCIETY, and such representative shall report to the SOCIETY through the Vice President, Western Region, US and Canada.
  3. The term of office of all SECTION Officers shall be for one year or until their successors are chosen.
  4. The Chair and/or Vice Chair may, with two-thirds majority approval of the SECTION Executive Committee, extend their term of office for one year (not to exceed a total term of two years) without the need for formal reelection.
  5. The term of office of the elected Committee members shall be for two years, or until their successors are chosen.
  6. No Officers or Executive Committee members, except the Secretary and the Treasurer, shall be eligible to succeed themselves in office, nor shall they qualify for the same office for more than one complete term in succession, except with the expressed written approval of the Vice President, Western Region, US and Canada.
  7. The fiscal year of the SECTION shall be from July 1st through June 30th of the following year.
  8. Each year of a term of office of any Officer or Executive Committee member shall begin at the end of the meeting of the Executive Committee following the Annual Meeting and election of the SECTION.
  9. Seven members of the Executive Committee shall constitute a quorum.
  10. The Chair shall preside at the regular meetings of the SECTION and the Executive Committee.
  11. The Vice Chair shall assume the duties of the Chair when the Chair is absent or incapacitated, and shall otherwise assist the Chair.
  12. The Secretary shall attend and generate official minutes of all meetings of the SECTION and the Executive Committee.  In the absence of the Secretary at any meeting, the Executive Committee shall appoint one of its members to generate the minutes of that meeting.
  13. The Secretary shall be responsible for the custody and maintenance of the records of the SECTION and also shall conduct the correspondence of the SECTION and the Executive Committee.
  14. The Treasurer, under the direction of the Executive Committee, shall supervise the overall financial affairs and maintain the books of account of the SECTION.  The Treasurer shall be responsible to deposit all funds received by the SECTION in an account or accounts designated by the Executive Committee; such accounts shall require the signatures of at least two of the following Officers for withdrawal:  Chair, Vice Chair, Secretary, or Treasurer.  Together with the Executive Committee, the Treasurer of the SECTION shall prepare the annual budget forms and submit them to the SOCIETY Headquarters office as directed by Treasurer of the SOCIETY.
  15. A majority vote of the Executive Committee shall be necessary in the conduct of its business, except as otherwise provided in these Bylaws.

ARTICLE V
MEMBERSHIP:
  1. All members of the AUDIO ENGINEERING SOCIETY, Inc. residing within the geographical area of the SECTION as determined in ARTICLE III, are members of the SECTION by reason of their membership in the SOCIETY.
  2. There shall be no grades of membership in the SECTION.  All grades of SOCIETY members shall be privileged to attend the meetings of the SECTION.
  3. All grades of SOCIETY members except Student Members shall have the right to vote or hold office in the SECTION.
  4. The names and/or contact information of members of the SECTION are for the exclusive use of the Executive Committee of the SECTION and may not be distributed in any manner to any other individual or organization.


ARTICLE VI
FINANCE:
  1. There shall be no SECTION dues.
  2. The ordinary expenses of the SECTION shall be defrayed by funds supplied by the SOCIETY as determined by the Treasurer of the SOCIETY, and may be increased or reduced from time to time by action of the Board of Governors of the SOCIETY or its Treasurer.
  3. Rules and regulations for SECTION funding and reporting shall be established by the Board of Governors of the SOCIETY and administered by the Treasurer of the SOCIETY.
  4. Expenses of the SECTION above and beyond budgeted allocations from the SOCIETY may be provided for by voluntary underwriting or sponsorships from SECTION membership. Admission fees also may be charged for special events, seminars, or workshops presented by the SECTION.  A two-thirds majority vote of the SECTION Executive Committee is required before any such additional funding may be solicited.

ARTICLE VII
MEETINGS:
  1. There shall be regular meetings of the SECTION, generally once every month except during the month of December.  At least ten meetings shall be held during every year.  A written report of each meeting shall be sent to the Vice President, Western Region, US and Canada.
  2. An Annual Meeting of the SECTION shall be called for the purpose of conducting elections of the Executive Committee of the SECTION as specified in ARTICLE VIII.  This meeting shall be held as part of either the April or May general meeting, as determined by the Executive Committee.   (Per the regulations of the SOCIETY, this meeting must be held at least one month prior to the Annual Business Meeting of the AUDIO ENGINEERING SOCIETY, Inc.)
  3. A quorum at the Annual Meeting of the SECTION shall consist of at least fifteen voting members, but a higher number may be set by the SECTION Executive Committee with the approval of the SECTION voting membership.
  4. There shall be no charge to attend the regular meetings of the SECTION.  As specified in ARTICLE VI, Paragraph 4, the SECTION may conduct special events, seminars, or workshops for which an admission fee may be charged.
  5. Upon at least five days prior written notice to all members of the SECTION's Executive Committee, meetings of the Committee may be held at such times and places as are necessary to carry on the functions of the Committee and the purposes and provisions of these Bylaws.

ARTICLE VIII
NOMINATION AND ELECTION OF OFFICERS:
  1. At the regular meeting at least two months prior to the Annual Meeting of the SECTION, the Chair shall announce that elections for the new Executive Committee will be held at the Annual Meeting.  The Chair also shall specify the date of the Annual Meeting in accord with ARTICLE VII, Paragraph 2.
  2. At least two months prior to the Annual Meeting, a Nominations Committee, duly appointed by the Chair of the SECTION, shall begin to secure a slate of candidates for the election.
  3. At least two months prior to the Annual Meeting, an announcement of the date of the Annual Meeting together with the nomination and election procedure and schedule shall be made to the SECTION membership in a Special Notice of the Annual Meeting and Election via the SECTION newsletter and website.
  4. The Nominations Committee shall announce the slate of nominees at the beginning of the SECTION meeting one month prior to the Annual Meeting.  At that time, additional nominations may be accepted from the general membership.  Nominations shall be closed at the end of that meeting.
  5. All nominees must be members in good standing of the SOCIETY and submit a written statement that they are willing to accept the nomination and commit to fulfill the responsibilities of office if elected.
  6. As specified in ARTICLE V, Paragraph 3:  All grades of SOCIETY members except Student Members shall have the right to vote or hold office in the SECTION.
  7. Provided a quorum is present (refer to ARTICLE VII, Paragraph 3) the election of the new Executive Committee shall be held at the Annual Meeting of the SECTION. A plurality of the votes cast is necessary for the election of Officers and Committee members.
  8. If a quorum is not present at the Annual Meeting of the SECTION, or if the Executive Committee of the SECTION so orders, a letter ballot may be conducted via US Postal Service (USPS) and/or e-mail.  If a letter ballot is conducted, an Election Committee, duly appointed by the Chair of the SECTION, shall:  1) establish the procedures for preparation, distribution, and submission of the ballots; 2) tally the votes; and 3) submit a report to the SECTION Secretary.  A plurality of the votes cast is necessary for the election of Officers and Committee members.
  9. Any SECTION member unable to attend the Annual Meeting may request from the Secretary of the SECTION an absentee ballot.  This must be completed and returned to the Secretary, either via e-mail or US Postal Service (USPS), no later than the Friday preceding the Annual Meeting.
  10. Within one month following the election, the Secretary of the SECTION shall file a report with the Secretary of the SOCIETY and the Vice President, Western Region, US and Canada. This report shall include the names and complete contact information for all members of the Executive Committee.
  11. If any member of the Executive Committee be deemed unable to fulfill the responsibilities of office, upon a two-thirds majority vote of the Executive Committee that office shall be declared vacated.
  12. The Executive Committee shall upon a two-thirds majority vote appoint a qualified member to fill the remainder of the vacated term.
  13. Upon petition to the Executive Committee, signed by a minimum of fifteen members of the SECTION, recommendations may be made for a change in the composition of the governing body of the SECTION.  The Executive Committee then shall call a Special Meeting of the SECTION for the sole purpose of acting upon such recommendations.
  14. A two-thirds majority vote of the members present at this Special Meeting shall be required to declare an office vacated.  Similarly, upon a two-thirds majority vote of the members present, the vacated office may be filled for the unexpired term.

ARTICLE IX
AMENDMENTS:
  1. These Bylaws may be amended or revised by a two-thirds majority vote of the Executive Committee of the SECTION.  Such amendments or revisions must be approved by a two-thirds vote of all SECTION members present and voting at the next Annual Meeting of the SECTION, provided written notice of the proposed amendments or revisions has been sent to all SECTION members via the SECTION newsletter and website at least one month prior to the Annual Meeting.
  2. Alternatively, the Executive Committee of the SECTION may call a Special Meeting of the SECTION for the purpose of approving amendments or revisions to these Bylaws, provided written notice of the proposed amendments or revisions has been sent to all SECTION members via the SECTION newsletter and website at least one month prior to the Special Meeting.
  3. No provisions, amendments or revisions to the SECTION Bylaws shall be inconsistent with the Certificate of Incorporation of the SOCIETY;  neither shall they be incompatible with the rules and guidelines established in the Bylaws or Manual of Operations of the SOCIETY.
  4. Once approved by the SECTION membership, a copy of all amendments or revisions to the SECTION Bylaws shall be promptly filed by the Secretary of the SECTION with the Secretary of the SOCIETY.
  5. All amendments or revisions to the SECTION Bylaws must be approved by the Board of Governors of the SOCIETY before they can take effect.

ARTICLE X
USE OF THE NAME OF THE AUDIO ENGINEERING SOCIETY, Inc.
  1. Neither the SECTION, nor any persons thereof, shall enter into any contracts in the name of the SOCIETY or use the name or logo of the SOCIETY in any manner of dealings with others without the written consent and authorization of the Board of Governors of the SOCIETY.
  2. The SECTION may use the name and logo of the SOCIETY in the promotion or conduct of official SECTION activities or events as authorized by the Executive Committee of the SECTION.  If there is any question as to the validity of such usage, the matter shall be referred to the Vice President, Western Region, US and Canada for consideration.





AES LA Section Bylaws – amended 2010 May 25


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