SECTION 1. NAME

The name of this organization shall be the American Conference of Governmental Industrial Hygienists, d/b/a ACGIH^®. Hereafter, in these Bylaws, the organization shall be referred to as ACGIH^®.

SECTION 2. MISSION AND PURPOSE

The mission and purpose of ACGIH^® shall be to advance worker health and safety through education and the development and dissemination of scientific and technical knowledge.

ARTICLE II: MEMBERSHIP

SECTION 1. CATEGORIES AND ELIGIBILITIES

Membership categories in ACGIH^® shall be as follows:

1. Regular Member. An occupational hygiene, occupational health, environmental health, or safety professional whose primary employment is with a government agency or an educational institution. Regular members are eligible to serve as voting members of all committees, to hold elective office and to vote on ACGIH^® matters.
2. Associate Member. A person who is engaged in the occupational hygiene, environmental health, occupational health, or safety professions, but is not eligible for Regular membership. Associate members are eligible to serve as voting members of appointive committees, may hold elective office as a Director-at-Large on the Board of Directors, and may vote on committee matters and ACGIH^® elections. Associate members may not vote on amendments to the Bylaws, may not serve as an officer on the Board of Directors, and may not serve as Chair of an appointive committee or as a member of the Nominating Committee.
3. Student Member. A person officially enrolled in a full-time course of study in occupational hygiene or a related discipline. Student members are eligible to serve as voting members of appointive committees, but may not vote on any other ACGIH^® matters or hold elective office.
4. Retired Member. A Regular or Associate member no longer actively employed in occupational hygiene or a related profession. Retirement is defined as employment less than twenty-five percent (25%) of full-time. Retired members retain the rights and privileges of their membership category at the time of their retirement from active employment.
5. Honorary Member. A person recognized by ACGIH^® as having made exemplary contributions to the protection of worker health. Honorary members are not eligible to serve as members of appointive committees, may not vote on any ACGIH^® matter, and may not hold elective office.
6. Organizational Member. An institution or organization supporting the activities of ACGIH^®. Organizational members are not eligible to serve as members of appointive committees, may not vote on any ACGIH^® matter, and may not hold elective office.

   The terms "occupational hygiene" and "occupational hygienist," as used in these Bylaws, include and are equivalent to the terms "industrial hygiene" and "industrial hygienist."

SECTION 2. MEMBERSHIP QUALIFICATIONS

The following definition shall be applied in establishing the qualifications of an applicant for Regular membership in ACGIH^®.

An occupational hygiene, occupational health, environmental health, or safety professional is a person having a college or university degree or degrees in occupational or industrial hygiene, or who has a degree in a related field (e.g., biological sciences, physical sciences, engineering or medicine) and who, by virtue of special studies, training, experience or certification, has acquired competence in occupational hygiene, occupational and environmental health, or safety.

SECTION 3. APPLICATION

Any prospective member applying for membership in ACGIH^® shall submit information as required by the Board of Directors, which has final approval authority. Any question concerning membership categories or criteria will be resolved by the Board of Directors, which has final authority in this regard.

SECTION 4. MEMBERSHIP, RENEWAL, AND TRANSFERS

Memberships shall be renewed automatically each year if the member is in good standing with dues paid in full. Membership is not transferable from one individual to another. It is the responsibility of each member to request membership in the appropriate category or transfer of membership to the appropriate category based on eligibility and the requirements for each category.

SECTION 5. SUSPENSION AND EXPULSION

A member whose dues shall remain unpaid for two months may be suspended or expelled by the Board of Directors. The Board of Directors reserves the right to consider extenuating circumstances. A suspended member may be reinstated to membership upon payment of all past dues and current dues or upon such other terms as may be prescribed by the Board of Directors.

SECTION 6. VOTING

A quorum of the membership shall be one percent (1%) of the members entitled to vote. Proxies may not be used in determining a quorum.

At any regular membership meeting at which a quorum is present, the act of a majority of the voting members shall be the act of the voting membership, except as otherwise provided in these Bylaws.

The membership may vote by mail ballot, or by electronic mail, facsimile, or video conference, at the discretion of the Board of Directors, in accordance with prevailing state law. Proxy voting may be allowed at a regular or properly called special meeting in accordance with procedures established by the Board of Directors.

ARTICLE III: MEETINGS OF THE MEMBERSHIP

SECTION 1. ANNUAL MEETING

There shall be an Annual Meeting of the members of ACGIH^® to be held at such time and place as may be determined by the Board of Directors for the purpose of transacting any and all business that may be brought before the Meeting.

SECTION 2. NOTICE OF ANNUAL MEETING

The Secretary-Treasurer shall give written notice to all members of ACGIH^® of the time and place of the Annual Meeting at least thirty (30) days prior to the Annual Meeting.

SECTION 3. SPECIAL MEETINGS

Special meetings of the members may be called at any time by the Board of Directors and shall be called on written request to the Board by not less than five percent (5%) of the voting members.

SECTION 4. NOTICE OF SPECIAL MEETINGS

The Secretary-Treasurer shall give written notice to all members of the time, place, and purpose of a special meeting, such notice to be mailed not less than the thirty (30) days prior to the time of such meeting. At special meetings, only the business specified in the notice of the meeting may be transacted. All action taken at a special meeting must be by a majority, in person or by proxy, of the voting members present at the meeting. If a majority, in person or by proxy, of the voting membership of ACGIH^® is present at the meeting, then action taken at the special meeting shall be adopted. If a majority, in person or by proxy, of the voting membership is not present at the special meeting, then action shall be ratified within sixty (60) days after such special meeting by a majority of the voting membership who return ballots.

SECTION 5. QUORUM FOR SPECIAL MEETINGS

The quorum at any special meeting shall be one percent (1%) of the voting members. Proxies may not be used in determining a quorum.

ARTICLE IV: BOARD OF DIRECTORS

SECTION 1. GENERAL AUTHORITY AND DUTIES

The Board of Directors shall supervise and control the business, property and affairs of ACGIH^® subject to the limitations contained in the Bylaws and the Articles of Incorporation. The Board shall be vested with the powers possessed by ACGIH^® itself, including the powers to determine the policies of ACGIH^® and prosecute its purposes; to appoint and remunerate agents and employees; to disperse the funds of ACGIH^®; and to adopt such rules and regulations for the conduct of its business, responsibility and authority as shall be deemed advisable, insofar as such rules and regulations are not contradictory to the Articles of Incorporation or these Bylaws (in their present form or as they may be amended) or to any applicable law.

SECTION 2. COMPOSITION

The Board of Directors shall consist of the Chair, Vice Chair, Vice Chair-Elect, Secretary-Treasurer, Immediate Past Chair and three (3) Directors-at-Large. The Executive Director shall be an ex-officio member of the Board without vote. In those years in which there is a Secretary-Treasurer-Elect, the Secretary-Treasurer-Elect shall serve as an ex-officio member of the Board without vote.

SECTION 3. ELIGIBILITY

All Directors shall be Regular or Retired as Regular members, except one, and only one, Director-at-Large shall be an Associate member.

SECTION 4. NOMINATION AND ELECTION OF DIRECTORS-AT-LARGE

Candidates for Director-at-Large shall be nominated by the Nominating Committee. The Nominating Committee shall nominate two candidates for each directorship up for election. Each Director-at-Large shall serve a three-year term. The terms of the three Directors-at-Large shall be arranged on a rotating basis so that one new Director-at-Large is elected each year. No single individual may serve more than one (1) consecutive term as a Director-at-Large and no more than two (2) total terms as a Director-at-Large.

Elected Directors shall assume their positions on January 1 of the year following their elections.

SECTION 5. RESIGNATION AND REMOVAL; VACANCIES

Any Director may resign at any time by giving written notice to the Chair. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof by the Chair.

Any Director may be removed by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting of the Board at which a quorum is present, provided that the Director under consideration is provided with a written explanation no less than thirty (30) days prior to the regular or special meeting at which the vote is taken, as to why the Director is being removed, and that an opportunity for a hearing before the Board has been offered; or by a two-thirds (2/3) vote of the voting membership, in accordance with a procedure approved by the Board. In case of resignation of a Director, other than an Officer, or if for any reason including ineligibility or removal, a Director, other than an Officer, is unable to complete his or her term, the Board shall appoint an individual to complete the unexpired term. However, if the Board chooses not to appoint an individual to complete the unexpired term, the Board may order a special election to be held in accordance with Article IV, Section 4, to complete the unexpired term.

SECTION 6. REGULAR MEETINGS

The Board of Directors shall meet on the call of the Chair, or at such other time or times as a majority of the voting members of the Board shall determine. There shall be no fewer than two (2) regular meetings of the Board each year, one of which shall occur at the time of the Annual Meeting. The Board, at its discretion, may meet by teleconference to the extent permitted by law.

SECTION 7. NOTICE

At least five (5) days notice of the time and place of regular or special meetings of the Board shall be given to each Director, unless all Directors consent to a shorter notice. For special meetings, such notice shall include the purpose of the meeting.

SECTION 8. QUORUM

The quorum for meetings of the Board of Directors shall be a majority of the voting Board members.

SECTION 9. MANNER OF ACTING

The act of a majority of Directors, voting where a quorum is present, shall be the act of the Board. Each voting member of the Board shall be entitled to one vote. In the absence of a quorum, any action taken shall be recommendatory only, but may become valid if subsequently confirmed by a majority vote at which a quorum is present. The Board may vote by mail, by teleconference, facsimile, or electronic mail to the extent permitted by law.

SECTION 10. COMPENSATION FOR BOARD MEMBERS

Directors shall not receive any compensation for their services as members of the Board, but the Board may authorize payment by ACGIH^® of the expenses of Board members.

SECTION 11. PROCEDURE

The Chair shall preside at meetings of the Board. The Board may adopt its own rules of procedure which shall not be contradictory to these Bylaws.

ARTICLE V: OFFICERS

SECTION 1. OFFICERS

The officers of ACGIH^® shall be the Chair, Vice Chair, Vice Chair-Elect, Secretary-Treasurer and Secretary-Treasurer-Elect.

SECTION 2. NOMINATION AND ELECTION

The Vice Chair-Elect and Secretary-Treasurer-Elect of ACGIH^® shall be elected by the voting members, as described in Article VI, Section 1.B.

Elected officers shall assume their positions on January 1 of the year following their elections.

SECTION 3. TERMS

The terms of the Chair, Vice-Chair, Vice-Chair-Elect, and immediate Past Chair shall be one year. Except as specified elsewhere in these Bylaws, no single individual may serve more than one term in these positions. The term of the Secretary-Treasurer shall be three years. No single individual may serve more than two (2) consecutive three-year terms. The term for Secretary-Treasurer-Elect shall be for one (1) year.

SECTION 4. DUTIES OF OFFICERS

The Chair shall preside at all meetings of ACGIH^® and the Board of Directors. The Chair shall be an ex-officio member, without vote, of all committees. The Chair, in consultation with the Board of Directors, shall make appointments to fill unscheduled vacancies that may occur in official appointed ACGIH^® positions. The Chair shall also make liaison appointments to other organizations, agencies or groups.

The Vice Chair shall assist the Chair at the Chair's discretion, and shall assume the role of Chair at the request of the Chair or, when necessary and appropriate, at the request of the Board of Directors.

The Vice Chair-Elect shall also assist the Chair at the Chair's discretion.

The Secretary-Treasurer shall serve as Chair of the Finance Committee and perform all duties incident to and vested in the secretary of a corporation. The Secretary-Treasurer shall cause to be kept true minutes of all official meetings and all official actions of ACGIH^®, shall assure that all notices are given in accordance with these Bylaws, and shall cause to be kept true financial records.

In the years where a Secretary-Treasurer-Elect has been elected, the Secretary-Treasurer-Elect shall serve as Vice Chair of the Finance Committee and assist in the performance of duties incident to and vested in the Secretary-Treasurer of the corporation. The Secretary-Treasurer-Elect shall assist the Secretary-Treasurer in all matters assigned by the Board of Directors.

SECTION 5. RESIGNATION AND REMOVAL

Resignation and removal of an officer shall be the same as that specified for all Directors in Article IV, Section 5 of these Bylaws.

SECTION 6. SUCCESSION

The Vice Chair shall automatically succeed to the office of Chair; the Vice Chair-Elect shall automatically succeed to the office of Vice Chair; and the Chair shall automatically succeed to the position of Immediate Past Chair. The Secretary-Treasurer-Elect shall automatically succeed to the position of Secretary-Treasurer.

In the event the Chair is unable to perform the Chair duties, the Vice Chair shall assume the office of Chair to complete the unexpired term, and will then automatically succeed to the term as Chair to which the Vice Chair was originally elected. In the event that the Vice Chair should be unable to assume the office of Chair, the duties and responsibilities of the Chair shall temporarily devolve, in order, upon the Vice Chair-Elect, the Secretary-Treasurer, and the Past Chair, during which time the Board of Directors shall elect a member of the Board of Directors to assume the office of Chair for the unexpired term of the Chair. In such a case, the Board's decision shall be confirmed by the voting membership.

ARTICLE VI: COMMITTEES

SECTION 1. STANDING COMMITTEES

The Standing Committees of ACGIH^® shall be as follows:

1. Finance Committee. The Finance Committee shall be chaired by the Secretary-Treasurer. The Committee shall prepare and submit to the Board of Directors each year an annual budget. The Committee shall have supervision over investing and reinvesting ACGIH^® funds. The Committee shall meet at least once annually. The Committee may meet by teleconference.
2. Nominating Committee. The Nominating Committee shall consist of five (5) Regular members in good standing of ACGIH^®. One of the five members shall be appointed by the Board of Directors and shall serve as Chair of the Nominating Committee. The other four members shall be elected by the membership pursuant to nominations made by the previous Nominating Committee. The Nominating Committee shall nominate a minimum of six candidates for the four elected positions on the Nominating Committee. All reasonable attempts shall be made to ensure that the nominees proportionally represent the employment categories of the current ACGIH^® membership at the time of the nominating process. The Nominating Committee shall verify the membership status and eligibility of each nominee. The entire membership shall be notified of the composition of the Nominating Committee. Each year, the Nominating Committee shall submit its slate for election of Nominating Committee members, Directors, and Officers to the Secretary-Treasurer by April 1. The slate for election shall be provided to each voting member, together with a mail ballot by July 1 of each year. Mail ballots must be returned and received by the Secretary-Treasurer no later than August 1 of each year in order to be valid. In addition to nominations by the Nominating Committee, independent nominations in the form of a written petition signed by at least one percent (1%) of the voting membership may be made by submission of such a petition to the Secretary-Treasurer by March 15 of each year. Upon verification of the eligibility of an independent nominee and verification of the signatures on the petition, such independent nominee(s) shall be included on the slate for election. Election results will be determined by a majority vote or, when necessary, by a plurality vote. A tie vote shall be resolved by the Board of Directors. In the event of an invalid election for any reason, current Directors and Officers will remain seated until their successors are duly elected.
3. Awards Committee. The Awards Committee shall consist of at least five (5) members and will be chaired by the immediate Past Chair. The Committee will recommend nominees for awards to be conferred by ACGIH^®. Such recommendations shall be in conformance to any guidelines established by the Board of Directors for the various awards. The Committee may meet by teleconference.

SECTION 2. AD HOC COMMITTEES AND OTHER WORKING GROUPS

Ad hoc committees and other working groups may be formed by the Board from time to time as may be required. Each shall have a definitive charge as determined by the Board of Directors.

SECTION 3. APPOINTMENTS

All committee appointments shall be made by the Board of Directors, except as otherwise provided in these Bylaws.

SECTION 4. QUORUM

A majority of the voting members of any committee shall constitute a quorum.

SECTION 5. MEETINGS

Committees will meet at the direction of the Board of Directors or on the call of the respective committee chairs.

SECTION 6. MANNER OF ACTING

The action of a majority of voting committee members present at a duly constituted meeting shall be the act of the committee. Each voting member of a committee shall be entitled to one vote. Voting by mail, telephone, electronic mail, or facsimile will be allowed.

SECTION 7. PROCEDURE

Committee chairs or their designees will preside at all meetings of the respective committees. The committees may adopt their own rules of procedure which shall not be contradictory to these Bylaws or any approved policies and procedures of ACGIH^®. All committees shall be responsible to the Board of Directors.

ARTICLE VII. DUES

SECTION 1. DUES RATES

Annual membership dues shall be set by the Board of Directors.

SECTION 2. DUES PAYMENT

Membership dues shall be due and payable as determined by the Board of Directors. Dues shall be payable in advance and are not refundable or transferable.

Members who are in an unpaid dues status shall be handled as described in Article II, Section 5.

ARTICLE VIII. EXECUTIVE DIRECTOR

SECTION 1. APPOINTMENT

The Board of Directors shall appoint the Executive Director.

SECTION 2. DUTIES AND AUTHORITY

The Executive Director shall be the Chief Staff Officer of ACGIH^® and an ex-officio member without vote of the Board of Directors. The Executive Director shall carry out the policies of the Board of Directors, shall cause to be kept all records of ACGIH^®, and shall perform other duties as may be assigned by the Board of Directors. The Executive Director shall have the authority to employ additional subordinate employees and to terminate such employment.

ARTICLE IX. FISCAL YEAR

The fiscal year shall be as determined by the Board of Directors.

ARTICLE X. DISSOLUTION

The dissolution of ACGIH^® shall conform with the requirements of Ohio corporate law.

In case of dissolution of ACGIH^®, the Board of Directors shall authorize the payment of all indebtedness of ACGIH^® and arrange for the distribution of the remaining assets to another tax-exempt, not-for-profit organization. In the event the Board of Directors neglects or refuses to make the aforesaid election, all of the remaining assets of ACGIH^® shall be the property of the State of Ohio. Upon dissolution, no member of ACGIH^® shall receive from the dissolution any amount greater than the debt of ACGIH^® to the member as may be determined by evidence of the debt. Except as provided, no member or elected Director of ACGIH^® will participate or share in any distribution of the assets of ACGIH^®. Furthermore, upon its dissolution, none of the assets of ACGIH^® shall inure to the benefit of any individual.

ARTICLE XI. RULES OF ORDER

The rules contained in "Robert's Rules of Order Newly Revised" shall govern ACGIH^® in all cases in which they are applicable and in which they are not inconsistent with these Bylaws.

ARTICLE XII. INDEMNIFICATION

ACGIH^® shall indemnify each member of the Board of Directors for the defense of civil or criminal actions or proceedings as hereinafter provided and notwithstanding any provision in these Bylaws, in a manner determined by the Board of Directors and in a manner and to the extent permitted by applicable law.

ACGIH^® shall indemnify each of its Directors and Officers from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees, actually and necessarily incurred or imposed as a result of such action or proceeding, or any appeal therein imposed upon or asserted against him or her by reasons of being or having been such a Director or Officer and acting within the scope of his or her official duties, but only when the determination shall have been made judicially or in the manner hereinafter provided, provided that he or she acted in good faith for a purpose which he or she reasonably believed to be in the best interest of ACGIH^® and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful.

This indemnification shall be made only if ACGIH^® shall be advised by its Board of Directors acting (1) by a quorum consisting of Directors who are not parties to such action or proceeding, or (2) if a quorum is not obtainable with due diligence, upon the opinion in writing of independent legal counsel that the Director or Officer has met the foregoing applicable standard of conduct.

Every reference herein to a member of the Board of Directors or Officer of ACGIH^® shall include every Director or Officer thereof, or former Director or Officer thereof.

To the extent permitted by law, ACGIH^® shall be entitled to purchase insurance for the indemnification purposes set forth above.

ARTICLE XIII. AMENDMENTS