Bylaws

BYLAWS OF THE AMERICAN CONFERENCE OF GOVERNMENTAL INDUSTRIAL HYGIENISTS (ACGIH®)

Approved Amended Bylaws effective January 1, 2013

ARTICLE I: NAME AND PURPOSE

SECTION 1.1 NAME
The name of this organization shall be the American Conference of Governmental Industrial Hygienists (ACGIH®). Hereafter, in these Bylaws, the organization shall be referred to as ACGIH®.

SECTION 1.2 PURPOSE
The purpose of ACGIH® is to advance occupational and environmental health by providing educational programs and scientific and technical knowledge regarding occupational and environmental health to the public. ACGIH® achieves this purpose by 1) using processes to ensure independent scientific decision making, 2) facilitating multidisciplinary, multi-professional collaboration and discourse and 3) leveraging partnerships with allied professional organizations. ACGIH® is an Ohio not-for-profit corporation organized and operated exclusively for charitable, educational and scientific purposes under Section 501(c)(3) of the Internal Revenue Code or any corresponding section of any future federal tax code.

ARTICLE II: MEMBERS

SECTION 2.1 CATEGORIES OF VOTING MEMBERS. ACGIH® shall have one (1) category of Voting Members. The eligibility process applicable to Voting Members shall be determined by the ACGIH® Board of Directors ("Board"). ACGIH® shall maintain a policy or policies setting the specific rights, requirements, donor levels, and other prerequisites applicable to the various membership categories, which may be amended from time to time by the Board.

SECTION 2.1.1 VOTING MEMBERS
A Voting Member of ACGIH® shall be:
  1. A professional who currently spends greater than 50% of his or her employment in the field of Occupational and Environmental Health and Safety.
  2. A professional who has retired from employment that involved greater than 50% of his or her time in the field of Occupational and Environmental Health and Safety.
  3. A full-time student officially matriculated in an undergraduate or graduate program in environmental health, occupational health and safety or a related discipline.
A Voting Member shall make an annual donation to ACGIH® as determined by the Board. A Voting Member in good standing is eligible to serve on the Board of Directors.

Retirement is defined as employment less than twenty-five percent (25%) of full-time. A Retired Voting Member shall make an annual donation as determined by the Board.

SECTION 2.2 SUPPORTERS
The Board may establish other categories of supporters for the organization. Individuals or organizations in these categories are not eligible to vote for or serve on the Board of Directors.

ARTICLE III: MEETINGS OF MEMBERS

SECTION 3.1 MEETINGS
Meetings of ACGIH® members may 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 3.1.1 SPECIAL MEETINGS
Special meetings of the members may be called at any time by the Board and shall be called on written request to the Board by not less than five percent (5%) of the Voting Members.
SECTION 3.2 NOTICE OF MEETINGS
All Voting Members of ACGIH® shall be given notice of the time and place of Meetings at least thirty (30) days prior to the Meeting.

SECTION 3.3 ANNUAL MEETING
The Members shall conduct an annual meeting; the date, time, and place of which shall be determined by the Board.

SECTION 3.4 QUORUM
A quorum of the membership shall be one percent (1%) of all Voting Members. Proxies may not be used in determining a quorum.

SECTION 3.5 VOTING
Each Voting Member shall be entitled to one (1) vote on each matter submitted to a vote of the Members. Voting may be conducted in person, by mail ballot, or by electronic means, 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.

ARTICLE IV: BOARD OF DIRECTORS

SECTION 4.1 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. A primary responsibility of the Board shall be to ensure the integrity and independence of the processes used in the development of its products and services. The Board should formally review the organization's policies and procedures for conflicts of interest on an annual basis to be sure that there has been full compliance with these policies and procedures.

SECTION 4.2 COMPOSITION
The Board of Directors shall consist of nine (9) Voting Directors (Directors). The Executive Director shall be an ex-officio member of the Board without vote.

SECTION 4.3 ELIGIBILITY
All Directors must be Voting Members of ACGIH®. Candidates for nomination for election to the Board of Directors must meet conflict of interest criteria established by the Board prior to being nominated.

SECTION 4.4 NOMINATION OF DIRECTORS
Each year, three Directors shall be elected to the Board of Directors by the Voting Members. Candidates for Director shall be nominated by the Nominating Committee. Two of the three Directors must be professionally affiliated with academia or government and the third must be professionally affiliated with industry or labor at the time of nomination. An individual's primary professional employment shall be used to determine their affiliation category. Directors serve in their individual capacity and not as representatives of their organizations. All nominees shall fully comply with the conflict of interest policies established by the Board.

The Nominating Committee shall nominate two candidates for each directorship up for election. The slate shall consist of six candidates: four nominees for the two academia or government category and two nominees for the industry or labor category. The two nominees in the academia or government category receiving the largest number of votes among the four nominees in that category shall be selected for the Board. The nominee in the industry or labor category receiving the largest number of votes of the two nominees in that category shall be selected for the Board.

Each Director shall serve a three-year term. The terms of the nine Directors shall be arranged on a rotating basis so that three new Directors are elected each year. No single individual may serve more than two (2) consecutive terms as a Director. Directors shall assume their positions on January 1 of the year following their election.

SECTION 4.5 ELECTION OF DIRECTORS
The slate for election, together with a ballot shall be provided to each Voting Member, by mail ballot, or by electronic means no later than September 1 of each year. Ballots must be returned and received by ACGIH® no later than October 1 of each year in order to be valid. 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.

SECTION 4.6 RESIGNATION
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.

SECTION 4.7 REMOVAL
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, in accordance with a procedure approved by the Board.

SECTION 4.8 VACANCIES
In case of resignation of a Director or if for any reason including ineligibility or removal, a Director 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 4.5, to complete the unexpired term.

SECTION 4.9 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. The Board, at its discretion, may meet by teleconference to the extent permitted by law.

SECTION 4.10 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 4.11 QUORUM
The quorum for meetings of the Board of Directors shall be a majority of the Directors.

SECTION 4.12 MANNER OF ACTING
The act of a majority of the Directors, voting where a quorum is present, shall be the act of the Board. Directors of the Board shall be entitled to one vote. The Board may vote in person, by mail, by teleconference, or electronic means to the extent permitted by law.

SECTION 4.13 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 that are related to their official duties.

SECTION 4.14 PROCEDURE
The Board may adopt its own rules of procedure which shall not be contradictory to these Bylaws.

ARTICLE V: OFFICERS

SECTION 5.1 OFFICERS
The elected officers of the organization shall be the Chair (President) and the Treasurer. The chief staff officer shall serve as the Secretary.

SECTION 5.2 NOMINATION AND ELECTION
In January of the fiscal year, the Board of Directors shall select the two elected officers (Chair and Treasurer) from among the current Directors in the second or third year of their term. Directors in the first year of their first term shall not be eligible to serve as an Elected Officer.

SECTION 5.3 TERMS
The term of the Chair shall be one year. No single individual may serve more than two terms in this position. The term of the Treasurer shall be one year. No individual may serve more than two terms in this position.

SECTION 5.4 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, 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. In case of an appointee's absence, the Chair may select a Director to serve in his or her place. The Chair will also serve as President of the organization.

The Treasurer shall serve as Chair of the Audit and Finance Committee and perform all duties incident to and vested in a treasurer of a corporation.

The Chief Staff Officer shall serve as Secretary of the organization and carry out the responsibilities set forth in Section 7.2.

SECTION 5.5 RESIGNATION AND REMOVAL
Resignation and removal of an elected officer shall be the same as that specified for all Directors in Article IV, Section 4.7–4.8 of these Bylaws.

SECTION 5.6 SUCCESSION
In the event that an Elected Officer is unable to perform the Officer duties, the Board of Directors shall elect a member of the Board to assume that office for the unexpired term of that Office, from those eligible to serve as Elected Officers described in Article V, Section 5.2.

ARTICLE VI: COMMITTEES

SECTION 6.1 APPOINTMENTS
All committee appointments shall be made by the Board of Directors, except as otherwise provided in these Bylaws.

SECTION 6.2 STANDING COMMITTEES
The Standing Committees of ACGIH® shall be as follows:

SECTION 6.2.1 AUDIT AND FINANCE COMMITTEE
The Audit and Finance Committee shall be chaired by the Treasurer and consist of at least two (2) additional Directors appointed by the Board of Directors. The Committee shall assist the Board in fulfilling its oversight responsibilities as they relate to the financial reporting process, internal controls, and the annual audit. The Committee shall prepare and submit to the Board 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.

SECTION 6.2.2 NOMINATING COMMITTEE
The Nominating Committee shall consist of six (6) Voting Members of the organization. Three of the members will be the most recent former directors of the ACGIH® Board of Directors. The final three members shall be elected by the Voting Members pursuant to nominations made by the previous year's Nominating Committee. The chair of this committee will be appointed by the Board of Directors.

The Nominating Committee shall nominate the following:

-Six (6) candidates for the three elected positions for the next year's Nominating Committee. Two elected positions are reserved for members that are professionally affiliated with academia or government, with all reasonable attempts made to ensure that the nominees proportionally represent the academia and government employment category. The other position is dedicated to members professionally affiliated with industry or labor, with all reasonable attempts made to ensure that the nominees proportionally represent the industry or labor employment category.

-Four (4) candidates for Director who are professionally affiliated with academia or government, with all reasonable attempts made to ensure that the nominees proportionally represent the academia and government employment category.

-Two (2) candidates for Director who are professionally affiliated with industry or labor, with all reasonable attempts made to ensure that the nominees proportionally represent the industry and labor employment category.

All nominees must be current Voting Members of the organization. All nominees shall fully comply with the conflict of interest policies established by the Board. The Nominating Committee shall verify the membership, conflict of interest and professional affiliation status of each nominee. Each year, the Nominating Committee shall submit its slate for election of Nominating Committee members and members of the Board of Directors to the Board for ratification of the selection process.

SECTION 6.2.3 AWARDS COMMITTEE
The Awards Committee shall consist of at least five (5) Voting Members selected by the Board of Directors. The Committee Chair will be a current Board Director selected by the Board Chair. The Committee will recommend nominees for awards to be conferred by ACGIH®. Such recommendations shall be in conformance with any guidelines established by the Board for the various awards. The Committee may meet by teleconference.

SECTION 6.3 SCIENTIFIC COMMITTEES
A scientific committee is a committee that develops scientific products and services for the organization. Members of scientific committees shall be selected primarily for their professional expertise as required by the products and services of a committee. The overall make-up of a Scientific Committee shall be similar to that of the Board, but at a minimum, a simple majority must be professionally affiliated with academia or government. As with the Board, a range of professional affiliation is necessary to ensure a balance of bias. Committee members serve in their individual capacity and do not serve as representatives of their organization or their employer. Members may not serve if they have a significant level of conflict with the products and services of their committee. Scientific committee members must be approved by the Board, but are not required to be Voting Members of the organization. A scientific committee member is any duly appointed member of the committee regardless of whether they are a Voting Member of the organization.

Committee leadership (Committee Chair and Vice-Chair) must be Voting Members of the organization and must be approved by the Board.

SECTION 6.4 AD HOC COMMITTEES AND OTHER WORKING GROUPS
Ad hoc committees and other working groups may be formed by the Board of Directors from time to time as may be required. Each shall have a definitive charge as determined by the Board.

SECTION 6.5 QUORUM
A majority of the Voting Members of any committee shall constitute a quorum.

SECTION 6.6 MEETINGS
Committees will meet at the direction of the Board of Directors or on the call of the respective committee chairs.

SECTION 6.7 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 (1) vote. Voting by mail, telephone, electronic mail, or facsimile will be allowed.

SECTION 6.8 PROCEDURE
Committee Chairs or their designees will preside at all meetings of their 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 committee work plans, budgets and operating procedures must be approved by the Board of Directors. All committees shall be responsible to the Board.

ARTICLE VII: EXECUTIVE DIRECTOR

SECTION 7.1 APPOINTMENT
The Board of Directors shall appoint the Executive Director.

SECTION 7.2 DUTIES AND AUTHORITY
The Executive Director shall be the Chief Staff Officer and Secretary 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, shall cause to be kept all records of ACGIH®, and shall perform other duties as may be assigned by the Board. The Executive Director shall have the authority to employ additional subordinate employees and to terminate such employment.

ARTICLE VIII: FISCAL YEAR

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

ARTICLE IX: DISSOLUTION

The dissolution of ACGIH® shall conform with the requirements of Ohio corporate law and Section 501(c)(3) of the Internal Revenue Code, as amended. 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 501(c)(3) organization. No member or elected Director of ACGIH® will participate or share in any distribution of the assets of ACGIH®. Upon its dissolution, none of the assets of ACGIH® shall inure to the benefit of any individual.

ARTICLE X: 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 XI: INDEMNIFICATION

ACGIH® shall indemnify each member of the Board of Directors and Scientific Committees 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 and in a manner and to the extent permitted by applicable law.

ACGIH® shall indemnify each of its Directors, Officers and Scientific Committees 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 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 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 XII: AMENDMENTS

ACGIH® may adopt amendments to these Bylaws by two-thirds (2/3) vote of all members eligible to vote who return a ballot. Any member may propose an amendment to these Bylaws by letter addressed to the ACGIH® Chair and submitted ninety (90) days prior to any meeting of ACGIH®. If such proposed amendments receive approval of the majority of the members eligible to vote who are present at the ACGIH® meeting, the Secretary shall submit the proposed amendment to the entire membership by mail ballot. A two-thirds (2/3) affirmative vote of all ballots returned within sixty (60) days after the date of mailing shall be required for adoption.