ICAPS
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Amendments
From Executive Council Meeting 2004
Item 2. Discussion on the bylaws
Two changes were proposed during the discussion. (1) that place of meeting can be determined without written consent (section 7) and (2) that special meetings require 4 days notice instead of 48 hours (section 10).
With these changes, the bylaws were approved unanimously.
From Executive Council Meeting 2006
Craig Knoblock discussed a change to the bylaws that allows officers to run for president elect if they have only 2 terms left, rather than 4. The motion was to change the text in Section to of the Bylaws from:
Original text: "All current members whose remaining term as a director is not shorter than four years for President elect and two years for the two other officers are eligible."
Revised text: "All current members whose remaining term as a director is not shorter than two years are eligible. In the case of President Elect, if a director is elected and has less than four years remaining as director, then his/her term will be extended as required to fulfill the four year term."
The motion was approved.
From Executive Council Meeting 2008
Craig reported on several votes that passed by email before the meeting: First, the bylaws will be changed as follows:
OLD TEXT
The organizers of each ICAPS conference will nominate the candidates for the two new members of board of directors each year. At least 120 days prior to the commencement of the ICAPS conference in a given year the ICAPS president shall solicit three nominees from the conference organizers. The candidates for directors will presumably, but not necessarily be from among the organizers. At least 90 days prior to the commencement of the ICAPS conference in a year, the organizers of the conference shall nominate three candidates. At the annual meeting, each nominated candidate must first be concurred by a majority of the directorsl. Each director shall cast two votes, with voting being by ballot only. The candidates receiving the highest number of votes shall be elected. Any remaining vacancies will be filled by the vacancies provisions specified below.
NEW TEXT
Each year the board of directors will elect two new members to the board. The candidates for these positions will be the conference and program chairs for the conference that year. If there are fewer than four conference and program chairs or one or more of the conference and program chairs decline to be nominated, the President will solicit additional nominees from the board of directors. These additional nominees must be drawn from the conference and program chairs from prior years. At or before the annual meeting, each nominated candidate must first be concurred by a majority of the directors. Then each director shall cast two votes, with voting being by ballot only. The candidates receiving the highest number of votes shall be elected. A tie will be decided by a runoff election. Any remaining vacancies will be filled by the vacancies provisions specified below.
From Executive Council Meeting 2009
Enrico reported that the bylaws need to get changed. The location of the principle office needs to get changed to San Mateo County, and the meeting date of the council needs to get changed to the day before the ICAPS conference. The council approved these changes unanimously. Enrico and Karen will go over the bylaws to identify additional changes. The council will then vote on them by email.
From Executive Council Meeting 2010
Enrico discussed the following proposal to change the bylaws.
ARTICLE 4 SECTION 2. OFFICERS (excerpt)
Election of ICAPS officers takes place on even years, except in the case of resignation. All current members whose remaining term as a director is not shorter than two years are eligible. In the case of President Elect, if a director is elected and has less than four years remaining as director, then his/her term will be extended as required to fulfill the four year term.
Proposed change: Each year, the board of directors will hold elections to replace the ICAPS officers whose terms expire that year or to replace officers who resign. All current members whose remaining term as a director is not shorter than two years are eligible. As an exception to this rule, existing officers are eligible to be candidates for the position they hold, even if they have less than two years left to serve as directors. When an existing officer is elected for another term, that term will expire two years later or when his or her term as director expires, whichever occurs first. In the case of President Elect, if a director is elected and has less than four years remaining as director, then his or her term will be extended as required to fulfill the four year term.
This proposal was unanimously approved after discussion.
Karen then discussed the following proposals to change the bylaws:
ARTICLE 1 SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business is located in Los Angeles County, California.
Proposed change: The principal office of the corporation for the transaction of its business is located in San Mateo County, California.
This proposed change reflects that the fact that AAAI provides business services to ICAPS and is located in San Mateo County, California.
ARTICLE 3 SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of directors shall be held on the second day of the annual ICAPS meeting at 6PM local time.
Proposed change: Regular meetings of directors shall be held during the annual ICAPS conference.
ARTICLE 6 SECTION 1. EXECUTION OF INSTRUMENTS (excerpt)
The president and treasurer are authored to spend up to $500 each year and to advance up to $10,000 to the organizers of upcoming ICAPS conferences that have been selected by the board without a specific resolution by the board.
Proposed change: The president and treasurer are authorized to spend up to $10,000 each year and to advance up to $50,000 to the organizers of upcoming ICAPS conferences that have been selected by the board without a specific resolution by the board.
ARTICLE 6 SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the president of the corporation.
Proposed change: Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by (a) the treasurer, or (b) an agent of the corporation that has been authorized by the board of directors, under the direction of the treasurer.
ARTICLE 7 SECTION 1. MAINTENANCE OF CORPORATE RECORDS (excerpt)
The corporation shall keep at its principal office in the State of California:
Proposed change: The corporation shall keep at its principal office in the State of California or on its website:
These proposals were unanimously approved after discussion.
Adele will update the bylaws to reflect the approved amendments to the bylaws in all past ICAPS executive council meetings as described in the meeting minutes. She will then discuss the updated bylaws with Craig Knoblock, the previous president of the ICAPS executive council, and inquire whether the ICAPS documents need to be hosted in California.
From Executive Council Meeting 2016
Chris Beck discussed the following proposal to change the bylaws.
Article 4, Section 2 of the Bylaws contains the provisions for elections of ICAPS Officers. This document is a proposed amendment to these rules.
Current Rules:
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as an officer of this corporation. Officers shall be elected by the board of directors, at any time, and each officer shall hold office for a period of two (2) years or until he or she resigns, is removed or is otherwise disqualified to serve, whichever occurs first.
The President Elect position is not renewable. Each year, the board of directors will hold elections to replace the ICAPS officers whose terms expire that year or to replace officers who resign. All current members whose remaining term as a director is not shorter than two years are eligible. As an exception to this rule, existing officers are eligible to be candidates for the position they hold, even if they have less than two years left to serve as directors. When an existing officer is elected for another term, that term will expire two years later or when his or her term as director expires, whichever occurs first. In the case of President Elect, if a director is elected and has less than four years remaining as director, then his or her term will be extended as required to fulfill the four year term.
The election shall occur in two stages, with first an election for the president elect position, followed by election of conference liaison, secretary, and treasurer. All posts shall be filled by the highest vote-getter. Ties shall result in a runoff of the two highest vote receivers. If a tie still results it shall be broken by the current president.
The changeover of officers and directors will take place at the conclusion of the ICAPS annual meeting. President-elect becomes president at the ICAPS conference two years following his or her election. If for any reason there is no ICAPS in the year in question, then June 1st is the reference date for the changeover.
Proposed Amendment:
To allow more flexibility when no willing nominees for the President Elect position are found, the proposed change is in the second paragraph above. Aside from re-formatting into an enumerated list, the only change is the addition of the third exception.
The President Elect position is not renewable. Each year, the board of directors will hold elections to replace the ICAPS officers whose terms expire that year or to replace officers who resign. All current members whose remaining term as a director is not shorter than two years are eligible with the following exceptions:
1. As an exception to this rule, e Existing officers are eligible to be candidates for the position they hold, even if they have less than two years left to serve as directors. When an existing officer is elected for another term, that term will expire two years later or when his or her term as director expires, whichever occurs first.
2. In the case of President Elect, if a director is elected and has less than four years remaining as director, then his or her term will be extended as required to fulfill the four year term.
3. In the case of President Elect, if an exhaustive effort has determined that there are no willing nominees among current directors with two or more years remaining in their term, directors with one year remaining will be deemed eligible for nomination. In case of election, such a director's term will be extended as described above.
This amendment was approved unanimously by the council.
