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BY-LAWS OF
INTERNATIONAL CONFERENCES ON AUTOMATED DEDUCTION
(A NON-PROFIT CORPORATION)
ARTICLE 0. GENERAL
Purpose: The purpose of International Conferences on Automated
Deduction Inc. shall be to organize
conferences on automated deduction.
Relation to AAR:
International Conferences on Automated Deduction Inc.
is a subcorporation of the Association
for Automated Reasoning Inc.
ARTICLE I. OFFICES
Section 1. Principal Office.
Professor Neil V. Murray
Institute for Informatics, Logics, & Security Studies
Department of Computer Sci. LI-67A
University at Albany - SUNY
Albany, NY 12222, USA
Section 2. Other Offices.
The corporation may have such other offices, either
within or without the County of DuPage,
State of Illinois, as the Board of Trustees may
determine or as the affairs of the corporation
may require from time to time.
ARTICLE II. MEMBERS
. Classes of Members.
The corporation shall have one class of members.
Section 2. Election of Members.
The membership of CADE is coincident with the membership
of the Association of Automated
Reasoning.
Section 3. Voting Rights.
Each member shall be entitled to one vote on each matter
submitted to a vote of the membership. Votes may be
delivered in person, by post, electronic mail or fax.
ARTICLE III. MEETING OF MEMBERS
Section 1. Meeting.
There will be a Business Meeting of the CADE Inc.
members at each conference sponsored
by the corporation. The Business Meeting will be chaired
by the first of the following people
who is present: the President, the Vice President, the
most senior Trustee. At the Business
Meeting, business matters may be discussed, and motions
may be made and voted on.
Motions other than amendments to the bylaws will require
a 50% majority and will be advisory
only. However, the reasons for rejecting such a motion
must be explained to the members in
the next edition of the Association of Automated
Reasoning newsletter. Ties may be broken
by a vote of the Trustees.
Proposed amendments to the bylaws are addressed in
accordance with Article IX, Section 1.
Section 2. Place of Meeting.
The Board of Trustees may designate any place, either
within or without the State of Illinois,
as the place of meeting for any membership meeting or
for any special meeting called by the
Board of Trustees.
Section 3. Quorum.
The members present at any meeting regularly held at a
conference sponsored by the cor-
poration shall constitute a quorum at such meeting. At
any other meeting of the members,
twenty (20%) percent of the members shall constitute a quorum.
Section 4. Proxies.
At any meeting of members, a member entitled to vote may
vote by proxy executed in writing
by the member or by his or her duly authorized attorney
in fact. No proxy shall be valid
after sixty (60) days from the date of its execution,
unless otherwise provided in the proxy.
A given member may serve as the attorney in fact, and
cast a vote, for at most one member.
ARTICLE IV. BOARD OF TRUSTEES
Section 1. General Powers.
The affairs of the corporation shall be managed by its
Board of Trustees.
Section 2. Number, Qualification and Tenure.
Subsection 2.0 Membership of Board of Trustees:
There will be six elected Trustees and the
following ex-officio Trustees: the Program
Chairs of the current and forthcoming CADEs; the
Secretary; and the Treasurer.
AMENDMENT APPROVED AT THE BUSINESS MEETING IN
JUNE 2000 AND PASSED BY THE MEMBERSHIP IN A VOTE
HELD IN JULY/AUGUST 2000:
The number of trustees elected following each
CADE conference will be increased from two to
three, while maintaining their term at three
CADE conferences, normally three years. This
means that there will be a total of nine
elected trustees instead of six. The number
of elected trustees is currently six, and
will increase by one at each trustee election
following CADE 2000 until the total reaches
nine.
Subsection 2.1 Nominations of Trustees
Nominations for Trustee positions may be made by
any member of CADE, in writing,
to be received by the Trustees up to or during the
next upcoming CADE conference
business meeting. Two members are required to
make a nomination. No member may
make more than one nomination. To be eligible,
nominees must be AAR members, must
give their permission, and must meet the
conditions set forth in x2.2 below. An election
as described in x2.3 below will be held within
thirty days of the business meeting for the
purpose of selecting two nominees to become Trustees.
Subsection 2.2 Terms of Trustees; Three-Term Rule
The elected Trustees shall have terms of office
that begin with the election after the
CADE conference business meeting at which they are
nominated, and end with the
third subsequent trustees election. No Trustee may
serve three successive elected terms
of office. The current and forthcoming Program
Chairs will be Trustees from their
appointment until the end of the CADE they are
chairing. The Secretary and Treasurer
will be Trustees during their period of appointment.
Subsection 2.3 Election of Trustees
Elected members of the Board of Trustees shall be
elected via email by the entire CADE membership using the
``Single Transferrable Vote'' system.
The election will be held within thirty days of the
business meeting that marks the close of nominations
and shall be binding on the Trustees.
Subsection 2.4 Vacancies
Trustee positions which become unexpectedly vacant
due to resignation, death, or for
other reasons, may be filled at the email election
taking place subsequent to the following
CADE conference, or in a Special Election.
Section 3. Regular Meetings.
A regular meeting of the Board of Trustees shall be held
without other notice than this By-
Law, immediately before, and at the same place as, the
meeting of members. The Board of
Trustees may provide by resolution the time and place,
either within or without the State of
Illinois, for the holding of additional regular meetings
of the Board without notice other than
that resolution.
Section 4. Special Meetings.
A special meeting of the Board of Trustees may be called
by any three Trustees. The Trustees
calling a special meeting of the Board may fix any
place, either within or without the State
of Illinois as the place for holding any special meeting
of the Board called by them. The
Trustees may hold meetings via electronic mail or in
person, as they choose.
Section 5. Notice.
Notice of any special meeting of the Board of Trustees
shall be given at least ten (10) days pre-
viously thereto by written notice delivered personally
or sent by mail, telegram, or computer
network to each Trustee at his address as shown by the
records of the corporation. If mailed,
such notice shall be deemed to be delivered when
deposited in the mail in a sealed envelope
so addressed, with postage thereon prepaid. If notice
be given by computer network, each
notice shall be deemed to be delivered when the message
is accepted by the communications
system. Any Trustee may waive notice of any meeting.
The attendance of a Trustee at any
meeting shall constitute a waiver of notice of such
meeting, except where a Trustee attends
a meeting for the express purpose of objecting to the
transaction of any business because the
meeting is not lawfully called or convened. Thus
business to be transacted at the meeting
need not be specified in the notice or waiver of notice
of such meeting, unless specifically
required by statute or by these By-Laws.
Section 6. Quorum.
A majority of the Board of Trustees shall constitute a
quorum for the transaction of business
at any meeting of the Board; but if less than a majority
of the Trustees are present at said
meeting, the Trustees present may adjourn the meeting
from time to time without further
notice for a period not to exceed six (6) months.
Section 7. Manner of Acting.
The act of a majority of the Trustees present at a
meeting at which a quorum is present shall
be the act of the Board of Trustees, unless the act of a
greater number is required by law or
by these By-Laws.
Section 8. Compensation.
Trustees as such shall not receive any stated salaries
for their services, but by resolution of the
Board of Trustees a sum for expenses of attendance, if
any, may be allowed for attendance at
any regular or special meeting of the Board; but nothing
herein contained shall be construed
to preclude any Trustee from serving the corporation in
any other capacity and receiving
compensation therefor.
Section 9. Powers and Obligations
The Board of Trustees shall have the following powers
and obligations:
a) Select the venues for future conferences. The
Board of Trustees shall retain the power
to change a previously selected location, and the
dates for a conference, except that any
change should not delay the holding of a
conference by more than 180 days.
b) Select Program Chairs and Local Arrangement Chairs
for future conferences. The Pro-
gram Chairs will join the Board of Trustees.
c) Replace, in the event of the death, resignation,
removal, disqualification, or refusal to
act of a Program Chair or Local Arrangements Chair.
d) To disqualify by two-thirds, or a greater
affirmative vote, a selected Program Chair or
Local Arrangements Chair.
e) If there are additional vacancies on the Board of
Trustees, elect by a majority affirmative
vote person or persons to fill such unexpired terms.
f) Select two Trustees to serve on the Board of
Directors of the Association for Automated Reasoning.
Section 10 Special Elections.
The Trustees may at times choose to hold Special
Elections. A Special Election is defined
as an election held between CADE conferences called to
fill unexpected Trustee vacancies
or decide issues relevant to CADE. A Special Election
may be conducted by electronic mail
and/or postal mail. If the Special Election is held by
electronic mail then the constituency
shall be the members of the AAR with electronic mail
access. The nomination and voting
rules will be the same as those for the Business Meeting
as defined in Article III, x1 and
Article IV x2.
Section 11 The Transitional Period.
These bylaws shall go into effect 90 days after the
close of the 1996 CADE conference. The
Trustees in office at that time shall be divided into a
group of two whose terms of office expire
at CADE-14, a group of two whose terms of office expire
at CADE-15, and a group of two
whose terms of office expire at CADE-16; any remaining
Trustees' terms of office will expire
when these bylaws go into effect. The Trustees shall
decide which of themselves belong to
which of these groups. When these bylaws go into
effect, two Trustees shall be elected at
each CADE conference. All Trustees in office when these
bylaws go into effect, and whose
terms of office expire at CADE-14, will serve as
non-voting Advisors to the Trustees for one
year after CADE-14. By "non-voting" is meant that the
Advisors do not vote at Trustee
meetings (unless they are serving a term of office as a
Trustee). Trustees whose terms of
office expire at CADE-14, CADE-15, or CADE-16 may run
for election when these bylaws
go into effect. If their election occurs during or at
the expiration of one of their terms of
office as a Trustee, then they shall be considered as
entering their second term of office, for
purposes of the three-term rule. Otherwise, they shall
be considered as entering their first
term of office. In general, Trustees in office when
these bylaws go into effect are subject to
the three-term rule.
ARTICLE V. OFFICERS
Section 1. Officers.
The officers of the corporation shall be the President,
the Vice President, the Secretary, the
Treasurer, and such other officers as may be selected in
accordance with the provisions of
this Article and of Article VI. Other officers shall
have the authority and perform the duties
prescribed, from time to time, by the Board of Trustees.
Section 2. Election and Term of Office.
The Secretary and the Treasurer of the corporation shall
be selected by the Board of Trustees.
The President and Vice President shall be elected by and
from the Board of Trustees. New
offices may be created and filled at any meeting of the
Board of Trustees. The terms of the
officers shall be for three CADE conferences, from the
end of the n-th CADE conference at
which they take office to the end of the (n+3)-th CADE
conference. Each officer shall hold
office until his or her term as a Trustee or term of
office has expired, whichever comes first,
unless specifically removed for cause. Officers may
serve for any number of consecutive terms
of office.
Section 3. Removal.
The Trustees may vote at Trustee meetings to remove the
President, Vice President, Secretary,
or Treasurer from office at any time if, in their
judgement, the best interests of the corporation
shall be served by such removal. For this a two-thirds
majority of the Trustees in favor of
removal is needed. Such removal shall be without
prejudice to the contract rights, if any, of
the officer so removed.
Section 4. Vacancies
A vacancy in any office, because of death, resignation,
removal, disqualification, or otherwise,
(regardless of how the officer was initially selected),
may be filled by the Board of Trustees
by affirmative majority vote consistent with the other
provisions of these By-Laws.
Section 5. President.
The President shall be the principal executive officer
of the corporation and shall, in general,
supervise and control the business and affairs of the
corporation. He or she shall preside
at all meetings of the members and the Board of
Trustees. He or she may sign, with the
Vice President, the Secretary, the Treasurer or any
other proper officer of the corporation
authorized by the Board of Trustees, any contracts or
other instruments that the Board of
Trustees has authorized to be executed, except in cases
where the signing and execution
thereof shall be expressly delegated by the Board of
Trustees, or by these By-Laws, or by
statute, to some other officer of or agent of the
corporation; and, in general, he or she
shall perform all duties incident to this office of
President and such other duties as may be
prescribed by the Board of Trustees from time to time.
Section 6. Vice President.
The Vice President will assist the President and will
deputize for the President at meetings
of the members or the Board of Trustees, when the
President is not available; and, in general,
perform all duties incident to the office of Vice
President and such other duties as, from time
to time, may be assigned to him or her by the President
or by the Board of Trustees.
Section 7. Secretary.
The Secretary shall keep, or cause to be kept, the
minutes of the meetings of the members and
of the Board of Trustees; see that all notices are duly
given in accordance with the provisions
of these By-Laws or as required by law; be custodian of
the corporate records; keep a register
of the post office address of each member, which shall
be furnished to the Secretary by such
member; and, in general, perform all duties incident to
the office of Secretary and such other
duties as, from time to time, may be assigned to him or
her by the President or by the Board
of Trustees.
Section 8. Treasurer.
The Treasurer shall have charge and custody of and be
responsible for all funds and securities
of the corporation; receive and give receipts for monies
due and payable to the corporation
from any source whatsoever, and deposit all such monies
in the name of the corporation
in such banks, trust companies, or other depositaries as
shall be selected by the Board of
Trustees; and, in general, perform all duties incident
to the office of Treasurer and such other
duties as, from time to time, may be assigned to him or
her by the President or by the Board
of Trustees.
ARTICLE VI. COMMITTEES
Section 1. Committees of Trustees.
The Board of Trustees, by resolution adopted by an
affirmative majority vote of the Trustees
in office, may designate one or more committees, each of
which shall consist of one or more
Trustees, which committees, to the extent provided in
its enabling resolution, shall have and
exercise the authority of the Board of Trustees in the
management of the corporation; but
the designation of such committees and the delegation
thereto of authority shall not operate
to relieve the Board of Trustees, or any individual
Trustee, of any responsibility imposed on
it or him or her by law.
Section 2. Conference Committee.
The Conference Committee for each conference shall
consist of its Program Chair, Local
Arrangements Chair and the President, Secretary and
Treasurer of the Corporation. The
Program Chair shall choose a Program Committee for the
conference. The Conference Com-
mittee may advise the Program Chair on the choice of the
Program Committee. The Program
Committee, under the supervision of the Program Chair,
shall decide which submitted papers
are accepted and rejected for the conference. Each
Conference Committee shall be responsible
for the planning and execution of its conference. It is
empowered to establish subcommittees
and enter into contractual relations to satisfy this
purpose. In particular, both the Program
Chair and the Local Arrangements Chair will be
responsible for managing the finances as-
sociated with their part of the conference organization.
They must keep accounts of these
finances and these accounts must be approved by the
Treasurer. The Treasurer will advance
appropriate amounts of CADE Inc monies to the conference
accounts and any profits made
by the conference must be returned to CADE Inc at the
end of the conference.
Section 3. Other Committees.
Other committees not having and exercising the authority
of the Board of Trustees in the
management of the corporation may be designated by a
resolution adopted by a majority of
the Trustees present at a meeting at which a quorum is
present. Except as otherwise provided
in such resolution, members of each such committee shall
be members of the corporation, and
the Trustees shall appoint the members thereof. Any
member thereof may be removed by
the Trustees with a majority vote of a quorum if, in
their judgment, the best interests of the
corporation shall be served by such removal.
Section 4. Term of Office.
Each member of a committee shall continue as such until
the next meeting of the members
of the corporation and until his or her successor is
appointed, unless the committee shall be
sooner terminated, or unless such member be removed from
such committee, or unless such
member shall cease to qualify as a member thereof.
Section 5. President.
One member of each committee shall be appointed
President by the person or persons au-
thorized to appoint the members thereof.
Section 6. Vacancies.
Vacancies in the membership of any committee may be
filled by appointments made in the
same manner as provided in the case of the original appointments.
Section 7. Quorum.
Unless otherwise provided in the resolution of the Board
of Trustees designating a committee,
a majority of the whole committee shall constitute a
quorum and the act of a majority of the
members present at a meeting at which a quorum is
present shall be the act of the committee.
Section 8. Rules.
Each committee may adopt rules for its own government
not inconsistent with these By-Laws
or with rules adopted by the Board of Trustees.
ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts.
The Board of Trustees may authorize any officer or
officers, agent or agents of the corporation,
in addition to the officers so authorized by these
By-Laws, to enter into any contract or
execute and deliver any instruments in the name of and
on behalf of the corporation, and
such authority may be general or confined to specific instances.
Section 2. Checks, Drafts or Orders for Payment.
All checks, drafts, or orders for the payment of money,
notes, or other evidences of indebt-
edness issued in the name of the corporation shall be
signed by such officer or officers, agent
or agents of the corporation and in such manner as
shall, from time to time, be determined
by resolution of the Board of Trustees. In the absence
of such determination by the Board of
Trustees, such instruments shall be signed by the
Treasurer or by the President.
Section 3. Deposits.
All funds of the corporation shall be deposited from
time to time to the credit of the cor-
poration in such banks, trust companies, or other
depositories as the Board of Trustees may
select.
Section 4. Gifts.
The Board of Trustees may accept on behalf of the
corporation any contribution, gift, bequest,
or device for the general purposes or for any special
purpose of the corporation.
ARTICLE VIII. MISCELLANEOUS
Section 1. Books and Records.
The corporation shall keep correct and complete books
and records of account and shall also
keep minutes of the proceedings of its members, Board of
Trustees, and committees having
any of the authority of the Board of Trustees, and shall
keep at the registered or principal
office a record giving the names and addresses of the
members entitled to vote. All books and
records of the corporation may be inspected by any
member, or his or her agent or attorney,
for any proper purpose at any reasonable time.
Section 2. Fiscal Year.
The fiscal year of the corporation shall be as
determined by law and a majority vote of the
Board of Trustees.
Section 3. Waiver of Notice.
Whenever any notice is required to be given under the
provisions of the General Non-Profit
Corporation Law of Illinois or under the provisions of
the Articles of Incorporation or the By-
Laws of the corporation, a waiver thereof in writing
signed by the person or persons entitled
to such notice, whether before or after the time stated
therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE IX. AMENDMENTS
Section 1. Power of Members to Amend By-Laws.
To amend (including repeal, add to, or replace) the
bylaws, a simple majority at a CADE
business meeting, or the Board of Trustees, may put such
an amendment to the vote of the
entire CADE membership. The amendment passes if 30% of
the membership votes, and
two-thirds of those voting vote in favor.
Section 2. Restrictions on Amendment of By-Laws
The By-Laws of this corporation may only be amended,
repealed, or added to, or new By-
Laws adopted, as specified in the preceding Section,
except as required by applicable local,
county, state, national, or international laws. However,
the Trustees may modify the address
of this corporation as given in Article I, Section 1 at
any time, without a vote of the members.