Passed by AES section in the 2022 elections. Approved by vote of board of Governors in 2022.
ARTICLE I
NAME:
- The name of this organization shall be AUDIO ENGINEERING SOCIETY, INC. SAN FRANCISCO SECTION
ARTICLE II
OBJECTIVES:
The purposes and objectives of the Section shall be:
- The diffusion and increase of educational and scientific knowledge in audio engineering. The promotion and advancement of this science and its allied arts in both theoretical and practical applications.
- The stimulation of interest in audio engineering, the encouragement of the interchange and intercourse of ideas among its members, and the promotion and maintenance of high professional standards among its members in this Section.
- To this end it shall be the purpose of the Section to hold meetings for the reading or discussion of papers, publications, communications, and for such other educational activities as shall properly fulfill the objectives and purposes of the Audio Engineering Society.
ARTICLE III
AREA:
- The geographical area of the Section shall be set by the Audio Engineering Society Board of Governors, and shall encompass San Francisco and Northern California.
ARTICLE IV
GOVERNMENT AND OFFICERS:
- The governing body of the Section shall be an Executive Committee (Chair, Vice Chair, Secretary, Treasurer), and elected Committee members.
- The Chair, or delegate appointed by the Section, shall be the Section’s representative to the Audio Engineering Society, and shall report to them.
- The term of office for all Section officers shall be two years.
- The Chair and the Vice Chair shall not succeed themselves in their respective offices for more than two complete terms in succession, unless approved by a majority of members of the Committee.
- Each year of a term of office for any officer or Committee member shall begin at the start of the following calendar year (and be held until the end of the second calendar year).
- There shall be an Annual Meeting, which shall start with a public Business Meeting.
- The Chair will preside at the regular meetings of the Section and the Executive Committee.
- The Vice Chair shall assume the duties of the Chair in the event of absence or incapacity, and shall otherwise assist the Chair or other Executive Committee members as deemed necessary.
- The Secretary shall be required to attend all meetings of the Section and the Executive Committee, or appoint someone to fulfill their duties in the event they are unable to attend. The Secretary shall also conduct the correspondence of the Section and the Executive Committee. All Section presentations shall be reported to AES Headquarters (and other activities as deemed necessary by the Executive Committee).
- The Treasurer, under the direction of the Executive Committee, shall generally supervise the financial affairs of the Section, and shall cause all funds received by the Section to be deposited in an account or accounts designated by the Executive Committee, requiring the signature or electronic confirmation of at least two of the following for withdrawal: Chair, Vice Chair, Secretary, or Treasurer.
- The officer positions of Secretary and Treasurer may be combined into one office at the discretion of the Section.
- A majority vote of the Executive Committee shall be necessary in the conduct of its business, except as otherwise provided in these Bylaws.
- Committee persons shall serve on the Executive Committee as directed, to facilitate Special Events or Projects.
ARTICLE V
MEMBERSHIP:
- All members of the Audio Engineering Society, Inc. residing within the area of Section determined in Article III are members of the Section by reason of their membership in the Audio Engineering Society.
- All Members and Associate Members in good standing are privileged to attend and participate in meetings, vote, and hold office within the Section.
- The Organizing Committee of a proposed Section may consist of as few as ten (10) members. A continuous membership of fifteen (15) or more members shall be recommended to maintain active status of a recognized Section.
ARTICLE VI
DUES:
- There shall be no Section dues.
- The ordinary expenses of the Section shall be defrayed by funds supplied by the Audio Engineering Society as determined by the Board of Directors of the Audio Engineering Society, and may be increased or reduced from time to time by action of the Board.
- Rules and regulations for Section funding and reporting shall be set by the Board of Directors, on recommendation of the Regions & Sections Committee of the Audio Engineering Society.
- Expenses of a Section above and beyond budgeted allocations from the Audio Engineering Society may be provided by voluntary contributions from Section membership or sponsors.
ARTICLE VII
MEETINGS:
- There shall be regular meetings of the Section, generally once every month. At least five meetings shall be held every year, one of which should be the Annual Meeting. A written report of each meeting shall be sent to AES Headquarters.
- Meetings of the Executive Committee may be held upon five days prior written notice to all members of the Section’s Executive Committee, at such times and places as are necessary to carry on the functions of the Committee and purposes and provisions of these Bylaws
- A quorum at Business Meetings of a Section shall consist of two thirds of the membership.
ARTICLE VIII
NOMINATIONS AND ELECTIONS OF OFFICERS:
- The Election Committee shall tally the votes and submit a report to its Section Secretary and to AES Membership (membership@aes.org).
- A simple majority of the votes cast is necessary for the election of officers and committee members
- An Election Committee, duly appointed by the Chair of the Section, shall present a slate of candidates for office in the Section. Announcement of the slate of candidates shall be made at least 10 days before the Election.
- Nominations may be made electronically to the Election Committee, in response to the Call for Candidates. Similarly, the election shall be conducted electronically.
- Upon petition of the Executive Committee, recommendations may be made for a change in the governing body of the Section. The Executive Committee shall call a Special Meeting of the Section for the sole purpose of acting upon such recommendations.
- A two thirds vote of members present at such Special Meeting shall be required to declare an office vacated. Similarly, upon a vote of two thirds of the members present, the vacated office may be filled for the unexpired term.
ARTICLE IX
AMENDMENTS:
- These Bylaws may be amended by electronic vote, by majority vote of all Section members voting at any annual Election of the Section (provided that written notice of the proposed changes have been sent to all Section members at least 30 days prior to voting, and they are not inconsistent with the Certificate of Incorporation and Bylaws of the Audio Engineering Society).
- A copy of all amendments shall be promptly filed by the Secretary of the Section with the Secretary of the Audio Engineering Society (secretary@aes.org).
ARTICLE X
LEGAL CONTRACTS:
- The Section, or any persons thereof, shall not enter into any contracts in the name of the Audio Engineering Society, Inc. or allow unauthorized use of the name of Audio Engineering Society, Inc., nor the AES Shield (registered) in dealings with others without the written consent and authorization of the Board of Governors of the Audio Engineering Society. Upon official recognition of a Section by the AES Board of Governors, approval is granted for the use of the name Audio Engineering Society, Inc., the name of the approved Section, and use of the AES Shield (registered) in official correspondence and conduct of official activities of the Section only.