ASME MANUAL MM-1

Constitution
and
By-Laws

June 2020
 CERTIFICATE OF INCORPORATION

Granted The American Society of Mechanical Engineers

December 24, 1881

STATE OF NEW YORK

CITY AND COUNTY OF NEW YORK

We, GEORGE H. BABCOCK, WILLIAM P. TROWBRIDGE, LYCURGUS B.

MOORE, THOMAS WHITESIDE RAE, ALFRED R. WOLFF, D.S. HINES,
CHARLES E. EMERY, JAMES C. BAYLES and FREDERICK R. HUTTON, all of
whom are of full age, and citizens of the United States; and also citizens of
and resident within this State, except GEORGE H. BABCOCK, who resides in
New Jersey:
Do Hereby Certify That we desire to associate ourselves together, and
form a Society or Association for scientific purposes, pursuant to and in
conformity with an act of the Legislature of the State of New York passed on
the twelfth day of April eighteen hundred and forty-eight, entitled "An Act for
the Incorporation of Benevolent, Charitable, Scientific and Missionary
Societies," and the several acts of the Legislature amendatory thereof and
supplemental thereto, and in accordance therewith do hereby declare:
First: The name or title by which such Society shall be known in law shall
be The American Society of Mechanical Engineers.

Second: The particular business and objects of such Society are to
promote the arts and sciences connected with engineering and mechanical
construction for scientific purposes, and to that end to meet and associate
together to read and discuss professional papers, and to circulate by means
of publication among its members, the information thus obtained, and for
the purpose of maintaining a library.
Third: The number of trustees, directors, or managers to manage the
same shall be eighteen**; and the names of the trustees, directors or
managers of such a Society for the first year of its existence are: ROBERT H.
THURSTON, WILLIAM H. SHOCK, ALEXANDER L. HOLLEY, THEODORE N. ELY,
WILLIAM P. TROWBRIDGE, ERASMUS D. LEAVITT, Jr., CHARLES E. EMERY,
WASHINGTON JONES, WILLIAM B. COGSWELL, CHARLES B. RICHARDS, S.B.
WHITING, J.F. HOLLOWAY, GEORGE FISHER, ALLAN STIRLING, GEORGE H.

This statement has been interpreted by the Courts of New York in the following words:
"That in promoting the arts and sciences connected with engineering and mechanical construction
for scientific purposes, the American Society of Mechanical Engineers may employ any reasonable
means to accomplish these ends and it is not restricted to the specific means stated in its charter."
The Supplemental Charter of October 17, 1907, which provided that the number of directors shall be
**

twenty-two was amended July 30, 1959 to provide that the number of directors to manage the
Society shall be not less than twenty-two nor more than twenty-three, and it was further amended
on June 23, 1980, to provide that the Society shall be managed by a Board of Governors, and the
number of the Board of Governors shall be ten. On December 5, 1991, the Constitution was
amended to expand the number of the Board of Governors to twelve, including the President elect.
BABCOCK, S.W. ROBINSON, CHARLES W. COPLAND and THOMAS
WHITESIDE RAE.
Fourth: The business of the said Society or Association shall be carried
on in the City and County of New York, and the principal office of such
Society or Association shall be located in said City and County of New York.
Witness our hands and seals this twenty-third day of December A.D.
1881, in the presence of WM. L. SNYDER.

(Signed) GEO. H. BABCOCK D.S. HINES

W.P. TROWBRIDGE CHAS. E. EMERY
LYCURGUS B. MOORE F.R. HUTTON
THOMAS WHITESIDE RAE J.C. BAYLES
ALFRED R. WOLF

STATE OF NEW YORK

CITY AND COUNTY OF NEW YORK

On this 23d day of December in the Year of our Lord one thousand eight
hundred and eighty-one, before me personally came GEORGE H. BABCOCK,
WILLIAM P. TROWBRIDGE, LYCURGUS B. MOORE, THOMAS WHITESIDE RAE,
ALFRED R. WOLFF, CHARLES E. EMERY, JAMES C. BAYLES and F.R. HUTTON,
to me severally known to be the individuals described in and who executed
the foregoing instrument and severally acknowledged that they executed the
same.

(Signed) WM. L. SNYDER

Notary Public
N.Y. Co.

STATE OF NEW YORK

CITY AND COUNTY OF NEW YORK

On the 24th day of December in the year of our Lord one thousand eight
hundred and eighty-one, before me personally came D.S. HINES, to me
known to be the individual described in and who executed the foregoing
instrument, and acknowledged that he executed the same.

(Signed) WM. L. SNYDER

Notary Public
N.Y. Co
 Endorsement

STATE OF NEW YORK

CITY AND COUNTY OF NEW YORK

I, ABRAHAM R. LAWRENCE, one of the Justices of the Supreme

Court of the first Judicial District of the State of New York, in which the
place of business or principal office of the Association or Society
hereinafter mentioned shall be located, do hereby certify that I have
examined the Certificate of Incorporation of the Association or Society
designated as "The American Society of Mechanical Engineers," and
the right to establish or organize the same, under the name and for
the purposes therein mentioned, pursuant to, and in conformity with
an act of the Legislature of the State of New York passed on the
twelfth day of April 1848 entitled "An Act for the Incorporation of
Benevolent, Charitable, Scientific and Missionary Societies" and the
several acts of the said Legislature amendatory thereof, and the same
meets my approbation and approval, and in accordance therewith I
make this endorsement.

Dated New York, December 24, 1881

(Signed) ABRAHAM R. LAWRENCE

Justice of the Supreme Court
 PREAMBLE

The American Society of Mechanical Engineers

An organization of the size and geographical scope of this Society must, of

necessity, formalize its laws of operation to some degree. The very size of the
organization has necessitated some degree of complexity in the written "laws",
manuals and procedures which the newcomer to office in the Society as well as
some of the experienced members may find perplexing. However, in order to
facilitate the understanding and reference use of this document, a deliberate
effort has been made in this Manual to integrate references to other pertinent
documents. The contents and the index have been arranged in a manner to bring
together related Constitutional and By-Laws information.

The basic "law" of the Society is contained in the Charter, the Constitution and
By-Laws. In the interest of simplicity, these laws have been constructed, where
feasible, to be complementary and to provide minimum redundancy.
Constitutional Articles are preceded by the letter "C" and By-Laws are preceded by
the letter "B".

More detailed matter is contained in the Society Policies adopted by the Board of
Governors. The complete text of a particular Society Policy is available from the
office of the Executive Director.

Still further detail concerning personnel, organizational structure, Committee

operation, and the like is contained in the ASME Annuals and Manuals, available
upon request from ASME headquarters.

SEAL EMBLEM

When the Society was incorporated under The Emblem of the Society shows the design
the laws of the State of New York it of a conventionalized four-leaf clover with an
became necessary to create a seal to be initial of the Society name on each leaf. It is
affixed to official documents. The design the mark of the Society used for the badge
shows the lever of Archimedes which was of membership, on stationery, etc., and as a
capable of lifting the world should an proprietary symbol to indicate conformity
adequate fulcrum be found. with its standards or recommended
practices.
 ARTICLE C1.1 IDENTIFICATION

C1.1.1 The name of this Society is The American Society of Mechanical

Engineers.

C1.1.2 The Society is a corporation, organized April 7, 1880, and chartered

under the laws of the State of New York.
 ARTICLE C2.1 PURPOSES

C2.1.1 The purposes of this Society are to:

 Promote the art, science and practice of mechanical and
multidisciplinary engineering and allied sciences to
diverse communities throughout the world;
 Encourage original research;
 Foster engineering education;
 Advance the standards of engineering;
 Promote the exchange of information among engineers
and others;
 Broaden the usefulness of the engineering profession in
cooperation with other engineering and technical
societies; and
 Promote a high level of ethical practice.
In all professional and business relations the members of the Society
shall be governed by the Code of Ethics as noted in the Society
Policies.

C2.1.2 The Society may approve or adopt any report, standard, code,
recommended practice, or related conformity assessment program
but shall forbid and oppose the use of its name and proprietary
symbols in any commercial work or business, except to indicate
conformity with its standards or recommended practice.
 ARTICLE C3.1 MEMBERSHIP

C3.1.1 The corporate membership shall consist of Honorary Members,

Fellows and Members. The non-corporate membership shall consist
of Affiliates and Student Members.

C3.1.2 Members of Honorary grade shall be elected by the Board of

Governors. The election for all other grades of membership may be
delegated by the Board of Governors.

C3.1.3 An Honorary Member shall be a person having distinctive

accomplishment in engineering or science or industry or research or
public service and those allied pursuits beneficial to the engineering
profession.

C3.1.4 A Fellow, one who has attained a membership grade of distinction,

at the time of advancement shall be a corporate member of the
Society, shall have been responsible for significant engineering
achievements, shall have not less than 10 years of active practice
and shall have not less than 10 years of corporate membership.

C3.1.5 A Member, at the time of admission or advancement to that grade,

shall have attainments amounting to the equivalent of at least eight
years of engineering experience.

C3.1.6 An Affiliate should be a person who is capable of and interested in

rendering service to the field of engineering; and whose work should
be so related to applications of engineering that admission to this
grade will contribute to the welfare of the Society.

C3.1.7 A Student Member shall be a student regularly enrolled and working

towards a degree in an approved engineering curriculum, or towards
an engineering degree in a regionally accredited institution.

C3.1.8 Personal or professional achievement of members, within the Society

and/or their professions, may be designated by appropriate titles or
descriptive words.
 ARTICLE C4.1 GOVERNMENT

C4.1.1 The affairs of the Society shall be managed by a Board of Governors

chosen from its membership which shall have full control of the
activities of the Society, subject to the limitations of the Constitution
and By-Laws, Society Policies and the laws of the State of New York.
The voting members of the Board of Governors shall consist of the
President, the most recent available past President, nine members-
at-large and the President elect (if not currently a member-at-large).

The nine members at-large of the Board shall be elected from the
corporate members of the Society of Member grade or higher. The
term of each member-at-large shall be three years, with the term of
three members-at-large beginning and ending during the second
Business Meeting of the fiscal year of the Society at a
time designated annually by the Board of Governors.

Members-at-large of the Board of Governors shall be limited to one

full term of service. Additional service as a member-at-large may
occur after an interruption of one or more years or as a consecutive
partial term.

C4.1.2 The Officers of the Society shall consist of the President, the
President elect, the past President who is serving on the Board of
Governors, the members-at-large of the Board of Governors, the
senior vice presidents, the vice presidents, the Executive Director,
the Secretary, Treasurer, and such others as the Board of Governors
may appoint.

C4.1.3 The President shall be a corporate member of the Society who has
reached at least the grade of Member. He or she shall be elected for
a term of one year. The President may not serve more than one
term except if he or she is appointed to fill a vacancy.

C4.1.4 A senior vice president shall be a corporate member of the Society

who has reached at least the grade of Member. He or she shall
serve a term of three years. Additional service as the same senior
vice president may occur after an interruption of one or more years
or following a partial term.

C4.1.5 A vice president shall be a corporate member of the Society who has
reached at least the grade of Member. He or she shall be elected for
a term of three years. Additional service as the same vice president
may occur after an interruption of one or more years or following a
partial term.
C4.1.6 Successor members of the Board of Governors shall be elected
annually by the members present in person or represented by proxy
at the first Business Meeting of each fiscal year.

C4.1.7 Each Board of Governors at its first meeting shall appoint for one
year an Executive Director, a Secretary and a Treasurer all of whom
shall be corporate members of the Society who have reached at least
the grade of Member. The Board of Governors may also appoint an
Assistant Secretary and an Assistant Treasurer who shall be Officers
of the Society.

C4.1.8 The corporate membership of the Society shall elect annually a

Nominating Committee whose duty shall be to select nominees for
the positions of President, at-large members of the Board of
Governors and vice presidents to be filled at each annual election.

C4.1.9 Other nominating committees having the same powers may be

constituted by the membership of the Society.

C4.1.10 The Board of Governors shall meet at such times as the Board of
Governors may select, and at the call of the President. Seven voting
members of the Board of Governors shall constitute a quorum.

C4.1.11 The deposit, investment, and disbursement of all funds shall be

subject to the direction of the Board of Governors.

C4.1.12 The Society shall indemnify each person (or heirs, executors and
administrators) made, and the Society may in the discretion of the
Board of Governors indemnify each person (or heirs, executors and
administrators) threatened to be made, a party to an action or
proceeding (other than one by or in the right of the Society to
procure a judgment in its favor), whether criminal or civil, by reason
of serving or having served as a member of the Board of Governors
or member of a sector, board or committee, or an Officer, or
employee of the Society, or of another corporation or organization
with which such person may serve or have served as such or as a
trustee, at the request of the Society, or by reason of otherwise
serving or having served as a nominee of the Society, against
judgments, fines, amounts paid in settlement and reasonable
expenses (including attorney's fees actually and necessarily incurred
as a result of such action or proceeding, or any appeal therein)
provided that such person acted in good faith for a purpose which is
reasonably believed to be in the best interests of the Society and, in
criminal actions, had no reasonable cause to believe that the conduct
was unlawful. Such expenses shall include the cost of reasonable
settlement made with a view to curtailment of litigation. The
foregoing right of indemnification shall not be exclusive of other
rights to which any such person may be entitled as a matter of law.
 ARTICLE C5.1 SOCIETY STRUCTURE

C5.1.1 The Society membership may be divided into smaller units for
administrative and technical activities.

C5.1.2 The provisions of the Constitution and By-Laws and Society Policies
established by the Board of Governors of the Society shall govern
the procedure of all units of the Society but no action or obligation of
such units shall be considered an action or obligation of the Society
as a whole.
 ARTICLE C6.1 MEETINGS OF THE SOCIETY

C6.1.1 Society-Wide Meetings of the Society shall be held at such time and
place as the Board of Governors shall designate.

C6.1.2 General Meetings of the Society which are primarily for the
presentation and discussion of technical papers shall be under the
direction of the Sector Board or Council of one or more of the
sectors as appropriate.

C6.1.3 There shall be two Business Meetings of the Society each fiscal year,
as determined by the Board of Governors. At any Business Meeting
100 corporate members shall constitute a quorum, voting in person
or by proxy.

C6.1.4 An action of any Business Meeting of the Society shall be deemed an

action of the Society as a whole but any question considered by the
Board of Governors to be of major importance shall be submitted to
the corporate membership.

C6.1.5 Special Business Meetings of the Society may be called at any time
and place at the discretion of the Board of Governors, or shall be
called by the Executive Director upon the written request of at least
one per cent of the corporate membership.
The call for the meeting shall be issued as required by law and shall
state the business to be considered. No other business shall be
transacted at the meeting.
 ARTICLE C7.1 PUBLICATIONS AND PAPERS

C7.1.1 The papers and publications of the Society shall be issued in such
manner as the Board of Governors may direct.
 Page 1 of 1

ARTICLE C8.1 AMENDMENTS TO THE CONSTITUTION

C8.1.1 At any Business Meeting of the Society corporate members may propose in writing an
amendment to the Constitution, provided that it shall bear the written endorsement of
at least 20 corporate members in good standing.
Such proposed amendment shall not be voted on for adoption at the meeting, but shall
be open to discussion and modification, and to a vote as to whether in its original or
modified form, it shall be provided to the corporate members of the Society for action.
If the corporate members present at the meeting, not less than 20 voting in favor
thereof, shall so decide, then the Executive Director shall distribute to each corporate
member a notice of the proposed amendment setting forth the proposed amendment in
full, accompanied by any comment the Board of Governors may elect to make.
A proxy ballot shall be distributed with the notice of the proposed amendment. The
voting shall close at 10:00 a.m. on the 20th day preceding the Business Meeting of the
Society following the distribution.
The adoption of the amendment shall require a vote in its favor of two-thirds of the
votes cast.
The Presiding Officer at the Business Meeting of the Society following the close of the
ballot shall announce the result, and if the amendment is adopted it shall thereupon
take effect.

C8.1.2 Any changes in the order or numbering of paragraphs of the Constitution and By-Laws
required by an amendment shall be made under the direction of the Board of
Governors.

C8.1.3 This Constitution shall supersede all previous rules of the Society, and shall go into
effect upon the adjournment of the Business Meeting of the Society at which the
Presiding Officer announces its adoption.
 C9.1 DUES

C9.1.1 Any changes to the dues must be approved by at least two-thirds of

the voting members of the Board of Governors.
A dues increase shall be limited to the change in the Consumer Price
Index since the previous dues increase. A dues decrease shall not be
limited.

C9.1.2 Any proposed dues increase beyond the limit contained in C9.1.1
must be submitted to the corporate membership for approval.
 Page 1 of 2
B2.1 FULFILLMENT OF PURPOSES

B2.1 To promote the art, science and practice of mechanical and multidisciplinary
engineering and allied sciences to diverse communities throughout the world the Society
shall:
DISSEMINATION OF KNOWLEDGE
Encourage the preparation of original papers on engineering topics.
Hold meetings for the presentation and discussion of original papers and participate in
international engineering congresses.
Publish papers and reports and disseminate knowledge and experience of value to
engineers.
TECHNICAL STANDARDS
Develop and promulgate standards, codes, and recommended practices, and
administer related conformity assessment programs.
RESEARCH
Encourage engineering research, tests, and other original work.
EDUCATION
Cooperate with educational institutions in the maintenance of high standards of
engineering education.
Foster among engineering students the study of philosophy and history, tradition and
achievement, duties, and social functions of the engineering profession.
Further the purposes of the Linda Hall Library of Science, Engineering and Technology of
which the library of this Society forms a part.

PROFESSIONAL STANDARDS
Offer awards and other honors to encourage contributions to engineering; confer
awards and other honors in recognition of meritorious contributions to engineering.
Maintain high technical and cultural standards for entrance to the Society.
Aid in the adoption of a high standard of attainment for the granting of the legal right to
practice professional engineering.
Encourage the personal and professional development of young engineers.
 Page 2 of 2
USEFULNESS OF THE PROFESSION
Encourage a high standard of citizenship among engineers and their participation in
public affairs.
Cooperate with governmental agencies in engineering matters.
Publicize the engineering profession through the achievements of engineers.
Support activities looking to the increased employment of engineers and seek new
opportunities for engineering service.
ETHICAL PRACTICE
Maintain a Code of Ethics of Engineers consistent with the high standards of the
profession.
Promote and encourage practice in the profession within this Code.
Arrange for adjudication within the structure of the Society for violations of the Code
brought to its attention.
 Page 1 of 2

B3.1 MEMBERSHIP

B3.1.1 An applicant for admission to the Society in any grade, except to Fellow or Honorary
Member, shall make application to the Executive Director on an approved form.

B3.1.2 A proposal for promotion to Fellow must be initiated by a Fellow or Member of ASME
and supported by three additional sponsors, two of whom must be Fellows or Members
of ASME. All sponsors must be well acquainted with the nominee's qualifications as
they relate to the requirements for promotion to Fellow.

B3.1.3 Nomination and election of an Honorary Member shall be in accordance with the
provisions of the By-Laws dealing with the Committee on Honors.

B3.1.4 Advancement to the grade of Fellow shall be by a positive vote of three-quarters of the total
number of ballots received from the Committee of Past Presidents entitled to vote. A past
president shall not be entitled to vote on his or her own nomination for Fellow.

B3.1.5 Applicants shall be assigned in accordance with the policy set by the Board of
Governors to the grades of membership to which their qualifications entitle them.

B3.1.6 All procedures relating to admissions to and promotions in membership, except Honorary
Member and Fellow membership grades, shall be administered by the Membership staff in
accordance with the policy set by the Board of Governors.

B3.1.7 An approved curriculum is one which leads to a degree in engineering or engineering

technology.

B3.1.8 A Student Member may participate in all the activities of the Society but shall not be
permitted to vote at a Business Meeting of the Society or hold an elective office except in
a student-oriented or nontechnical/outreach Group and the student section where the
student is a member.

B3.1.9 A Student Member shall not remain in this grade beyond the end of the calendar year of
graduation or termination of enrollment as a student.

B3.1.10 No more than five Honorary Members may be elected in any Society year.

B3.1.11 A corporate member elevated to Honorary Member shall retain all of the rights and
privileges of corporate membership.

B3.1.12 The rights and privileges of every member shall be personal to the member and shall
not be transferable except that each corporate member shall be entitled to vote on any
question before any Business Meeting of the Society either in person or by a proxy
given to a corporate member.
 Page 2 of 2

B3.1.13 Voting on matters which come before a Business Meeting of the Society will be done in
person or by proxy. Only corporate members are entitled to vote. A corporate member may
assign his or her vote to another corporate member by proxy. The proxy must be signed
and dated by the corporate member giving it and shall be submitted to the Executive
Director for verification of the right of the corporate member to vote at the meeting for
which the proxy is to be used.

B3.1.14 When a request is received for a member's resignation, the Membership staff will adjust
the member's record. Member resignations are reported in the demographic report
issued monthly.
After a complaint or charge of unethical conduct based on the provisions of the Constitution,
By-Laws, or Code of Ethics has been filed against a member, the member may resign with
the stipulation that the Society will not accept any later application for renewed membership.
Nevertheless, the Society will accept an application for renewed membership if:
a. The designated member of the Investigative Panel, in accordance with established
policies and procedures, has certified to the Executive Director that the complaint has
been examined and is not a matter for action by the Society; or
b. The member has been cleared of all charges under the established procedures of
the Society.
 Page 1 of 2 
 

B3.2 FEES AND DUES

B3.2.1 The amount of any Application, Entrance, Promotion, or Reinstatement fees will be
established by the Board of Governors.

B3.2.2 The dues of any member or the entrance fee of a prospective member may be remitted
for any special reason by the Membership staff. A member may appeal the Membership
staff’s decision on the remittance of “dues under special reason” to the Executive Director in
conjunction with the President.

When a new dues structure is created, it must be approved by the Executive Director in
conjunction with the President.

B3.2.3 The application fee and that part of the annual dues to be charged to the new member for
the fiscal year remaining after the date of notification of approval shall be payable within 30
days after that date. The election process shall not be considered to be complete until
receipt of this payment by the Society.

B3.2.4 The annual dues for each ensuing year shall be due and payable on or before the first
day of October.

B3.2.5 A statement for annual dues shall be mailed to each member before October 1 each
year. Notice of arrears shall be sent thereafter.

B3.2.6 If a member's dues have remained unpaid for three months, their publications may be
withheld.

B3.2.7 Any member whose dues remain unpaid for a period of four months shall be stricken
from the roll of membership of the Society.

B3.2.8 If, in the case of nonpayment of dues, the right to receive the publications of the Society
or to vote be questioned, the fiscal books of the Society shall be conclusive evidence.

B3.2.9 The Membership staff may restore to membership any person dropped from the rolls for
nonpayment of dues upon such conditions as it may deem appropriate.

B3.2.10 The Board of Governors shall, from time to time, as seems necessary, establish the dues for
a Student Member and the corresponding services rendered.

B3.2.11 A member who has paid dues for 35 years and in addition has (a) reached the age of
65 years, or (b) retired from his or her regular work will be considered a life member.

Life Membership means membership without payment of dues. Upon becoming exempt
from dues, the member continues in the previous grade of membership but the word
"Life" is added.

Any changes in the life membership criteria are subject to approval of the Board of
Governors.

Effective March 18, 2000 and not retroactively, student years of membership will be
 Page 2 of 2 

included in the count of total years of membership as long as the graduated Student Member
pays the first year Member dues (continuous membership from Student Member to
Member).

B3.2.12 Any member except Student Member may pre-pay dues for life by paying the Society
at one time the present worth of an annuity equal to the member's dues for the remaining
required dues period.

A prepaid member will become a Life Member 35 years after the date when his or her
continuous membership began and in addition has (a) reached the age of 65 years, or
(b) retired from his or her regular work.

B3.2.13 A member of a technical society with which the Society has a reciprocal agreement
who applies for membership in ASME shall not be required to pay any entrance fee.
Such an applicant must file formal application for membership and must meet the
membership requirements of the grade of membership for which application is made.
This exemption shall apply only for entrance to an equivalent or lower grade of
membership.
 Page 1 of 1

B3.3 VIOLATION OF ETHICS

B3.3.1 Any member who has been found to have violated the Constitution, By-Laws or Code of
Ethics of the Society, may be expelled by the affirmative vote of seven members of the
Board of Governors.

B3.3.2 The Board of Governors shall vote on the expulsion of any member only upon the
recommendation of an Investigative Panel appointed to hear the accusation and the
defense. The Board of Governors shall not be bound by the recommendation of the
Investigative Panel and shall make its own determination of any disciplinary action.

B3.3.3 The Investigative Panel which shall hear and present a report upon charges against an
accused member shall be chosen from among the Society’s staff or membership (or both).
The Executive Director, in consultation with the Chair of the Ethics Committee, will appoint
the members of the Investigative Panel, which will be specific to a particular case. Members
of an Investigative Panel will continue to serve until the case assigned to that
Investigative Panel has been completed.
 B4.1 GOVERNMENT

B4.1.1.1 The Society and its individual members shall be governed by this Constitution and these
By-Laws and by the current Society Policies and procedures established by the Board of
Governors, including any amendments that may be made from time to time.

B4.1.1.2 Notwithstanding any other provisions of these articles, the organization is organized
exclusively for one or more of the purposes as specified in Section 501(c) 3 of the Internal
Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on
by an organization exempt from Federal income tax under IRC 501(c) 3 or corresponding
provisions of any subsequent Federal tax laws.

B4.1.2.1 Each unit of the Society may specify the requirements for a quorum of that unit in its By-laws,
Rules and Procedures or Operation Guide. If no quorum requirements are specified a quorum
shall be one half or more of the voting members of the unit.

B4.1.2.2 Every question which shall come before a meeting of any unit of the Society shall be
decided by a majority of the votes cast, unless otherwise provided in the Constitution and
By-Laws, by the Society Policies, or by the laws of the State of New York.

B4.1.3 The rules contained in the latest edition of Robert's Rules of Order Newly Revised shall
govern the Society in all cases to which they are applicable, when not inconsistent with the
Constitution or By-Laws of this Society.

B4.1.4.1 An Annual Report shall be prepared for the fiscal year ending on June 30.

B4.1.4.2 The material included in the portion of the report covering the Society year shall show the
following in appropriate detail:
a. A report by the President;
b. A listing of the Society Officers;
c. Summaries of major Society activities; and
d. A listing of recipients of Society awards

B4.1.4.3 The material included in the portion of the report covering each fiscal year shall show
the following in appropriate detail:
a. The number of Society members at the beginning and end of the fiscal year and a
statement of the place where the names and addresses of the members may be
found;
b. The assets and liabilities of the Society including trust funds, at the beginning and end
of the fiscal year;
c. The revenue or receipts of the Society, both unrestricted and restricted to particular
purposes, during the fiscal year; and
d. The expenses or disbursements of the Society for both general and restricted purposes
during the fiscal year.
B4.1.4.4 The financial information described in B4.1.4.3 b, c, and d shall be verified by the
President and the Treasurer, subject to completion of the annual audit by the outside auditors
who are appointed by the Board of Governors and ratified by the membership at the first
Business Meeting of each fiscal year.

B4.1.4.5 At the first Business Meeting of each fiscal year, the Annual Report, including the
information described in B4.1.4.2 and B4.1.4.3, as verified according to B4.1.4.4, shall be
presented by the Executive Director and Treasurer to the members assembled and made
available to the membership. The Annual Report shall be filed with the records of the
Society, and either a copy or an abstract thereof entered in the minutes of the proceedings
of that Business Meeting.

B4.1.5 Any officer of the Society or member of any sector, board, committee, or other unit of
the Society appointed or elected by the Board of Governors or by any unit of the Society
may be removed or suspended from such office or membership by the Board of Governors
for cause (which shall include, without limitation, violations of fiduciary duty, racial or other
improper discrimination, sexual harassment and defamation).

Any officer of the Society or member of such sector, board, committee or other unit of the
Society elected by the corporate membership may be removed for cause only by the vote of
the corporate membership, but his or her authority to act as such officer or member may be
suspended by the Board of Governors for cause.

Removal for cause by the Board of Governors shall require an affirmative vote of seven
members of the Board of Governors. Suspension for cause shall require the vote of a
majority of the members of the Board of Governors present at the time of the vote, provided
that a quorum is present.
Written notice shall be given to the person to be removed or suspended for cause as early
as practicable and in any event at least five days before any action is to be taken by the
Board of Governors. The person to be removed or suspended for cause shall be given an
opportunity to present a defense to the Board of Governors.

B4.1.6.1 If a nominee for the Board of Governors is unable to stand for election, the Nominating
Committee shall recommend to the Board of Governors another nominee to fill the slate.
If a person elected to the Board of Governors is unable to take office, the Board of Governors
shall fill the vacant position by appointment.
If a vacancy occurs on the Board of Governors after an elected Governor has been
seated, the Board of Governors shall fill the vacancy by appointment for the unexpired
portion of the term.

B4.1.6.2 In filling the office of President, the procedure shall be as follows: The most recent available
past President shall act as President pro tem and shall call an executive session of the Board
of Governors within one month after the vacancy in the Presidency occurs, at which session
the Board of Governors shall elect a President to complete the unexpired portion of the
presidential term. The new President shall be chosen from among those who are past
Presidents, past or current senior vice presidents, or past or current members of the Board
of Governors.
 If for any reason the President-elect is unable to take office or the nominee for President
is unable to stand for election, the Nominating Committee shall be convened immediately and
select another nominee for the office of President.
Election of a new President-elect shall be by special ballot provided to each corporate
member.

B4.1.6.3 If a senior vice president elect is unable to take office, the Board of Governors will appoint
another nominee to fill the office. A replacement nominee shall be proposed to the Board
of Governors in accordance with the procedures of each sector.

B4.1.6.4 Any vacancy in the office of senior vice president, Executive Director, Secretary, Treasurer,
Assistant Secretary, Chief Financial Officer or Assistant Treasurer shall be filled by the
Board of Governors.

If a senior vice president position becomes vacant during an incumbent's term of office, the
Board of Governors shall fill the vacancy by appointment for the unexpired portion of the
term. A replacement nominee shall be proposed to the Board of Governors in accordance
with the procedures of each sector.
B4.1.7 An act of the Board of Governors which shall have received the expressed or implied
sanction of the corporate membership at the following Business Meeting of the Society
shall be deemed to be an act of the Society and cannot afterward be impeached by any
member.

B4.1.8 A person shall not be an officer of the Society in two different elective offices at the same
time. A person who has been elected to a position of an officer of the Society shall not be
nominated for another elective office of the Society if there is any overlapping of the term
of the proposed office with the term of the office to which that person has already been
elected.

B4.1.9 The Board of Governors may create such special committees as it may deem desirable.
The members of such committees shall be appointed by the President with the consent
of the Board. Special committees shall have only the powers specifically delegated to them
by the Board. If a special committee shall include individuals who are not Governors,
it is not a committee of the Board and may not bind the Board.
Each special committee shall serve at the pleasure of the Board. Any or all members of any
committee may be removed, with or without cause, by resolution of the Board of Governors,
adopted by a majority of the Board.
Any committee may adopt rules governing the method of calling and time and place of
holding its meetings. Unless otherwise provided by the Board, a majority of any committee
shall constitute a quorum for the transaction of business, and the act of a majority of the
members of the committee present at a meeting at which a quorum is present shall be the
act of the committee. Each committee shall keep a record of its acts and proceedings and
shall report thereon to the Board whenever requested to do so.
Any action required or permitted to be taken by the Board or any special committee may be
taken without a meeting if all members of the Board or the committee consent in writing or
by electronic mail to the adoption of a resolution authorizing the action. The resolution and
the written consent thereto shall be filed with the minutes of the proceedings of the Board or
the committee.
 Any one or more members of the Board or any special committee may participate in a
meeting of the Board or committee by means of a conference telephone,
videoconference, or similar communications equipment, allowing all persons
participating in the meeting to hear each other at the time, propose, object to and vote
on specific actions to be taken by the Board or committee. Participating by such means
shall constitute presence in person at the meeting. All members of the Board or any
special committee must be given adequate prior notice about the arrangements for
such meetings.
B4.1.10 The Board of Governors may delegate to the sectors and the standing committees of
the Board as established in these By-Laws, for a period of one year, specific
responsibilities for the management of one or more programs of the Society, subject to
the supervision of the Board and to any limitation prescribed by the Board or by
applicable law.
B4.1.11 Members in office shall continue in their respective offices until their successors have
been elected or appointed, and have accepted their offices.
 B4.2 NOMINATING COMMITTEE

B4.2.1 The Nominating Committee is charged with the responsibility of nominating

members of experience, high standing, and active participation in the work of the
Society to those offices specified in Article C4.1.8 of the Constitution. These
nominees may be selected from proposals by various units or by individual
members in the Society or from the Nominating Committee's own deliberations as
it sees fit.

B4.2.2.1 Election to the Nominating Committee takes place at Business Meetings of the
Society. At the second Business Meeting of the fiscal year, the President shall
present the names of those recommended pursuant to By-Law B4.2.2.3, as
applicable, for election to the Nominating Committee. In the event any vacancies
occur following that meeting, the President may present the names of those
recommended pursuant to By-Law B4.2.2.3, as applicable, for any Nominating
Committee vacancies at the first Business Meeting of the new fiscal year. The
voting members of the Nominating Committee shall be elected for two years and
alternates for one year.

Elected voting members and alternates shall begin their terms at the close of the
Business Meeting at which they are elected.

Terms of voting members and alternates will normally end at the close of the
Nominating Committee Selection Meeting. However, if the work of a particular
Nominating Committee is not finished by that time, terms of that committee will
continue until the selection process for which that committee is responsible has
been completed.

B4.2.2.2 The Nominating Committee shall consist of voting members and alternates selected
by each sector. Each Sector shall have two voting members and one alternate.
Nominations for open positions for voting members and alternates shall be made as
provided in By-Law B4.2.2.3 and shall be voted upon at the Business Meetings as
provided in By-Law B4.2.2.1.

Voting members and alternates shall be of the Member or Fellow grade and not
currently serving in any elective office of the Society.

B4.2.2.3 Each sector will develop its own procedures for generating proposals for the
members and alternates of the Nominating Committee for which that sector has a
responsibility, and those procedures shall be specified in the sector operation
guide.

B4.2.2.4 The Nominating Committee shall be assisted by a non-voting group of Advisors

consisting of up to three consenting and available past Presidents who have been
out of office for one year or more. These Advisors, invited by the Nominating
Committee, will attend all meetings of the Nominating Committee and participate in
all its discussions. At the option of the committee, they may also be present during
the casting of votes for the slate of nominees, although they shall remain impartial
and not communicate to the Nominating Committee their opinions regarding any
Proposed Nominee. The functions of this group shall be:
 a. to acquaint the Nominating Committee of the short and long range Society
plans;

b. to make available their experience in, and their knowledge of the requirements
for Society offices;

B4.2.3.1 If a voting member is unable to serve, then an alternate will be identified by the
sector from its pool of alternates. In the event that no alternates are available in a
specific sector, an alternate may be selected from another sector pool of
alternates in accordance with the Nominating Committee Manual, MM-10.

B4.2.3.2 A person who has been in office as voting member of the Nominating Committee for
a term or portion of a term which includes more than one Nominating Committee
Selection Meeting is eligible to be proposed for a later term as voting member or
alternate only if the later term begins one year or more after the ending of the term
in which the person served as a voting member.

B4.2.4 No voting member or alternate shall be considered for nomination to any elective
office (President and Governors) of the Society during a term of office on the
Nominating Committee, whether or not it is served.

B4.2.5 The names of those elected to serve on the Nominating Committee shall be
published by the Executive Director prior to the end of each year, accompanied by
a request for proposals for officers of the Society to be sent to the Nominating
Committee. Any changes to the composition of the Nominating Committee shall
be published as soon as possible.

B4.2.6 A vacancy in the Nominating Committee of the Society shall be filled as determined
in accordance with B4.2.3.1 and B4.2.2.1.

B4.2.7 Each year, not later than December 1, the Nominating Committee shall submit any
proposed changes to Manual MM-10 to the Committee on Organization and Rules
for review and recommendation.

B4.2.8 A special nominating committee may be organized by one percent of the corporate
membership of the Society in good standing certifying to the Executive Director in
writing their joint intention to organize such a committee.

B4.2.9 Within two weeks following the close of the second Business Meeting of the fiscal
year, the Nominating Committee shall deliver to the Executive Director in writing
the names of its nominees for the elective offices to be filled at the next election,
together with the written consents of the nominees.

B4.2.10 The names of nominees for the various offices proposed by the Nominating
Committee and any other special nominating committee shall be published by the
Executive Director immediately after the receipt of the report of the Nominating
Committee or the special nominating committee.

B4.2.11 Names of any nominees presented by any special nominating committee must be
in the hands of the Executive Director by the first Tuesday in August of each year
 and must be accompanied by the written consent of each nominee.

B4.2.12 Any member of the Society or any organized unit of the Society may propose and is
encouraged to propose, directly to the Nominating Committee, nominees for
President or the Board of Governors.
 B4.3 OFFICERS

B4.3.1 The officers shall perform the duties regularly or customarily attached to their offices under
the laws of the State of New York, and such other duties as may be required of them by the
Board of Governors or the Constitution and By-Laws.

B4.3.2 The President shall be the chief elected officer of the Society. They shall preside at all
Business meetings of the Society and of the Board of Governors, and shall have such other
powers and perform such other duties as the Board may from time to time prescribe. The
President may not be an employee of the Society.

If the President is unable to preside at any meeting of the Board, the immediate past
President shall preside. If that is not possible, the Board shall elect one of its voting members
to be Chair of the meeting.

If the President is unable to preside at any Business Meeting of the Society, the immediate
past President shall preside. If that is not possible, then the next most-recent available
past President shall preside.

The term of the President shall begin at the close of the second Business Meeting of the
fiscal year at a time designated by the Board.

B4.3.3 Each senior vice president shall be appointed by, and report to, the Board of Governors.
Each senior vice president shall have such powers and perform such duties as the Board of
Governors may from time to time prescribe.

B4.3.4.1 The Treasurer shall have such powers and perform such duties as the Board of Governors
may from time to time prescribe. The Treasurer shall supervise, review and audit the activities
of the Chief Financial Officer in carrying out the assigned duties as generally are incident to
the position of Chief Financial Officer or as may be otherwise assigned to him or her by
the Board of Governors. The Treasurer shall be a volunteer member of the Society.

B4.3.4.2 The Chief Financial Officer shall have charge of all funds and securities of the Society, shall
endorse the same for deposit or collection when necessary and deposit the same to the
credit of the Society in such banks or depositories as the Board of Governors may authorize.
The Chief Financial Officer may endorse all commercial documents requiring endorsements
for or on behalf of the Society and may sign all receipts and vouchers for payments made
to the Society. They shall have all such further powers and duties as generally are incident
to the position of Chief Financial Officer or as may be assigned to them by the Treasurer
or the Board of Governors. In the absence or inability to act of the Treasurer, the Chief
Financial Officer may perform all the duties and exercise all the powers of the Treasurer.
The performance of any such duty shall, in respect of any other person dealing with the
Society, be conclusive evidence of their power to act. The Chief Financial Officer shall
be an employee of the Society. The Chief Financial Officer shall be an employee of
the Society whose compensation is set by the Executive Director/CEO.

B4.3.4.3 The Assistant Treasurer shall have all such powers and duties as generally are incident
to the position of Assistant Treasurer or as may be assigned to them by the Secretary
or by the Board of Governors. In the absence or inability to act of the Secretary and
 the Chief Financial Officer, the Assistant Secretary may perform all the duties and
exercise all the powers of the Secretary and the Chief Financial Officer. The
performance of any such duties shall, in respect of any other person dealing with the
Society, be conclusive evidence of their power to act. The Assistant Treasurer shall be
an employee of the Society.

B4.3.5 The Executive Director shall be an employee reporting directly to the Board, an ex officio
member of the Board of Governors without vote and the chief executive officer of the Society.
The Executive Director shall have supervision, direction and management of the business
and affairs of the Corporation, including, but not limited to strategy, operations, finance,
marketing, human resources and philanthropic efforts. The Executive Director shall have
such powers and perform such duties as the Board of Governors may from time to time
prescribe.

B4.3.6.1 The Secretary shall have the responsibility for the records of the Society, and shall have
such powers and perform such duties as the Board of Governors may from time to time
prescribe. The Secretary shall supervise, review and audit the activities of the Assistant
Secretary in carrying out the assigned duties as generally are incident to the position of
Assistant Secretary or as may be otherwise assigned to him or her by the Secretary or the
Board of Governors. The Secretary shall be a volunteer member of the Society.

B4.3.6.2 The Assistant Secretary shall have all such powers and duties as generally are incident
to the position of Assistant Secretary or as may be assigned to him or her by the
Secretary or by the Board of Governors. In the absence or inability to act of the
Secretary, the Assistant Secretary may perform all the duties and exercise all the powers
of the Secretary. The performance of any such duties shall, in respect of any other
person dealing with the Society, be conclusive evidence of his or her power to act. The
Assistant Secretary shall be an employee of the Society.

B4.3.7 The Executive Director shall receive a salary that shall be fixed by the Board of
Governors.

B4.3.8 Among the officers of the Society, there shall be the following senior vice presidents:

Senior Vice President for Member Development and Engagement

Senior Vice President for Public Affairs and Outreach

Senior Vice President for Standards and Certification

Senior Vice President for Student and Early Career Development

Senior Vice President for Technical Events and Content

The term of each senior vice president shall be three years, beginning and ending at the
second Business Meeting of the fiscal year. The terms of approximately one-third of the
senior vice presidents shall end each year, according to a schedule approved by the Board
of Governors.
 B4.4 FUNDS

B4.4.1 All funds received shall be directed to the office of the Chief Financial Officer for proper
recording and deposit in authorized bank accounts.
B4.4.2 All amounts due from members and others shall be collected by the office of the Chief
Financial Officer.

B4.4.3 Funds may be solicited from sources outside of the Society for the conduct of
research.

B4.4.4 No grant, gift or bequest to the Society shall be accepted until it and any restrictions
thereon have been approved by or under the authority of the Board of Governors. Upon
receipt, such grants, gifts and bequests shall be invested and used for the Society’s
purposes and in accordance with any restrictions thereon mandated by the donor and
approved by or under the authority of the Board of Governors. The Executive Committee of
the Board of Governors may accept unrestricted grants, gifts or bequests with a value of less
than $2,500,000.
B4.4.5 The Committee on Finance, under the direction of the Board of Governors, shall be
responsible for the management of the securities of the Society.

B4.4.6 All payments for expenditures shall be made by the office of the Chief Financial Officer
upon proper authorization, in accordance with the budget adopted by the Board of
Governors.

B4.4.7 The Chief Financial Officer shall regularly report to the Committee on Finance the total
expenditures incurred against each appropriation in the adopted budget. The Committee on
Finance will report the financial position of the Society to the Board of Governors.

B4.4.8 Any contract or other obligation to pay money in the work of the Society shall be valid only
when signed by the Executive Director, the Chief Financial Officer, or the Assistant
Treasurer.

B4.4.9 The accounts of the Society shall be audited annually by a certified public accountant
appointed by the Board of Governors and ratified by the corporate membership.
B4.4.10 No part of net earnings of the organization shall inure to the benefit of any member,
trustee, director, officer of the organization, or any private individual (except that reasonable
compensation may be paid for the services rendered to or for the organization), and no
member, trustee, officer of the organization or any private individual shall be entitled to
share in the distribution of any of the organization's assets on dissolution of the
organization.
B4.4.11 In the event of dissolution, all of the remaining assets and property of the organization
shall, after payment of necessary expenses thereof, be distributed to such
organizations as shall qualify under section 501(c) 3 of the Internal Revenue Code of
1986.
 Page 1 of 1

B5.1 SECTORS, BOARDS, COUNCILS, COMMITTEES, AND GROUPS

B5.1.1 Each sector will be led by a sector council.

B5.1.2 Subject to the approval of the Board of Governors, each sector shall have the power to
establish its boards and committees.

B5.1.3 Each board or committee, as described in the By-Laws, shall perform the duties prescribed
therein, and those assigned to it by the sector to which it reports.

B5.1.4 The primary role of volunteer members of boards and committees will be to determine
policies, develop programs, conduct studies, prepare reports, and advise the sector to
which that board or committee reports on matters pertaining to specific assignments.

B5.1.5 The primary role of staff assigned to boards and committees is to implement actions that
are required to meet the objectives of the board or committee on a continuing basis. Working
under broad lines of policy established by the board or committee, the staff will initiate
programs, actively engage in the work, and make operating decisions necessary to carry
forward the programs in a dynamic and efficient manner.

B5.1.6 A sector may terminate membership, other than ex officio membership, on any board or
committee because of continued absence of the member.

B5.1.6.1 The Board of Governors shall appoint all members of the sector council except the members
ex officio.

B5.1.6.2 Each sector council shall approve all appointments to boards and committees which report
directly to that sector council.

B5.1.6.3 Any sector council or board may have standing or special committees to assist in the
conduct of its affairs.

B5.1.6.4 Any sector council, board, or committee may have non-voting advisory members.

B5.1.6.5 Any committee may appoint subcommittees. To serve on a subcommittee it is not

necessary to be a member of the parent committee.

B5.1.7 A member of a board or committee whose term of office has expired shall continue to
serve until a successor has been elected or appointed unless the board or committee has
been terminated.

B5.1.8 Periodically, throughout the fiscal year, each sector and each committee reporting to
the Board of Governors shall submit to the Executive Director, for delivery to the Board
of Governors a written report of its activities.

B5.1.9 ASME groups include technical divisions, institutes, affinity groups, sections, sub-
sections, technical chapters, research committees and participant-created groups.
 B5.2 SECTORS AND COMMITTEES REPORTING TO THE BOARD
OF GOVERNORS

B5.2.1 The sectors reporting to the Board of Governors shall be the Member Development and
Engagement Sector, Standards and Certification Sector, Technical Events and Content
Sector, the Public Affairs and Outreach Sector and the Student and Early Career
Development Sector.

Each sector shall be led by a council. The council of each sector shall consist of such voting
members as specified in the sector By-Laws. Individuals, as may be required or
designated pursuant to any statute, regulation, or court order or consent decree may also
be voting or non-voting members of a sector council. A member of the senior staff of the
sector, if any, may be a voting member of the sector council. The sector council may
designate both volunteer and staff non-voting members.

The duties and responsibilities of the sectors shall be as designated from time to time by
the Board of Governors. Each sector shall maintain its own operation guide as prescribed
by Society Policy. Each sector shall be chaired by a senior vice president who shall serve
a term of three years. Additional service as the same senior vice president may occur
after an interruption of one or more years or following a partial term. Senior vice presidents
shall attend meetings of the Board of Governors without vote.

B5.2.2 The following Standing Committees shall report to the Board of Governors and shall
be appointed by the Board as determined in the By-Laws: Executive Committee,
Committee on Organization and Rules, Committee on Finance, Audit Committee,
Committee on Executive Director Evaluation and Staff Compensation, Committee on
Honors, Committee of Past Presidents, Sector Management Committee, Philanthropy
Committee, Diversity and Inclusion Strategy Committee, Industry Advisory Board, and
Volunteer Orientation and Leadership Training Academy. Each Standing Committee
shall maintain its own operation guide as prescribed by Society Policy. If a Standing
Committee includes individuals who are not Governors, it is not a committee of the
Board and may not bind the Board.

B5.2.3.1 The Executive Committee shall act on behalf of the Board of Governors between
Board of Governors meetings, its authority limited to those matters specifically
provided for in these By-Laws and specifically delegated to it, consistent with
applicable law, by the Board of Governors from time to time. All such actions shall be
ratified by the Board of Governors at its next scheduled meeting. The Executive
Committee shall have responsibility to accept grants, gifts or bequests in accordance
with By-Law B4.4.4. The Executive Committee shall meet from time to time as
deemed necessary by the Committee.

B5.2.3.2 The President will serve as Chair of the Executive Committee. The Immediate Past
President, President-Elect and one third-year Governor, who is selected by closed
written ballot by the Board of Governors at the Board’s first meeting of the fiscal year,
shall constitute the remaining voting members of the Executive Committee. If a round
of closed written balloting shall fail to produce a majority vote of those present and
constituting a quorum in support of a third-year Governor, the lowest vote-getter shall
 be removed from the ballot for one or more subsequent rounds of closed written
balloting until a single candidate shall receive a majority vote of those present and
constituting a quorum. If a round of closed written balloting shall produce a tie, the tie
shall be broken by a drawing of straws by the tied candidates, and the candidate who
draws the shorter or shortest straw shall be removed from the ballot for one or more
subsequent rounds of closed written balloting until a single candidate shall receive a
majority vote of those present and constituting a quorum. The President-Nominee
(until such time as he or she becomes President-Elect) and the Executive Director are
non-voting members of the Executive Committee.

B5.2.4.1 The Committee on Organization and Rules, under the direction of the Board of Governors,
shall have responsibility for ensuring that the Society is organized and supplied with
qualified leadership to serve the current and anticipated future needs of the membership,
and shall reexamine regularly the Constitution, By-Laws and Policies of the Society.

B5.2.4.2 The Committee on Organization and Rules shall select its own Chair and Vice Chair. Its
membership shall be determined by the Board of Governors. The President-Elect may
select a Governor to serve as Liaison to the Committee during their Presidential term.

B5.2.5.1 The Committee on Finance, under the direction of the Board of Governors, shall have
responsibility for supervising the financial affairs of the Society and supporting the Board
and its committees by conducting an annual review of the Society's budgets.

B5.2.5.2 The Committee on Finance shall select its own Chair.

The Treasurer shall be an ex officio member of the Committee with vote and shall serve as
Vice Chair. The Chief Financial Officer and the Assistant Treasurer shall be ex officio
members of the Committee without vote. Other members shall be determined by the
Board of Governors. The President-Elect may select a Governor to serve as Liaison
to the Committee during their Presidential term.
B5.2.6.1 The Committee on Executive Director Evaluation and Staff Compensation, under the
direction of the Board of Governors, shall have responsibility for making
recommendations to the Board regarding the Executive Director's performance
planning and evaluation and for making recommendations to the Board regarding the
Executive Director's compensation, including salary and bonus recommendations.

The Committee shall also have the responsibility to advise the Board of Governors on
activities of the Society's staff regarding: staff compensation, including bonus programs;
volunteer/staff collaboration survey; staff planning and organization; staff training and
development; staff and retiree benefit programs, including pension plans. The committee will
also be responsible for staff related Society Policies P-7.1, (Recognition of Staff Members -
5 Years or More of Service) and P-7.2, (Staff Employment Guidelines).

In addition, the Committee has oversight responsibilities for the Pension Plan Trustees
and the Retirement Plan Committee.
B5.2.6.2 The Committee on Executive Director Evaluation and Staff Compensation shall consist
of the President, the President-Nominee/Elect, the Immediate Past President and three
current Board members at-large (serving staggered terms on the Board). The President and
Immediate Past President are ex officio members of the committee with vote. The
 President-Nominee/Elect is an ex officio member of the Committee without vote. The
Immediate Past President shall be the Chair. The incoming first-year Governor shall be
selected by the President-Elect and approved by the Board of Governors.

The term of each of the current Board members at-large expires when their Board term
expires.

B5.2.6.3 The Pension Plan Trustees, under the direction of the Committee on Executive Director
Evaluation and Staff Compensation, shall have responsibility, as specified in the American
Society of Mechanical Engineers Pension Plan, for the investment and ultimate distribution
of the funds and may also act as Plan agent for the service of legal process.

The Pension Plan Trustees shall consist of up to seven members: the Treasurer of ASME;
the Chief Financial Officer, and three to five at-large members recommended by the
Committee on Executive Director Evaluation and Staff Compensation for appointment by the
Board of Governors.

The terms of the at-large members shall be three years ending at the close of the second
Society-Wide Meeting on a schedule established by the Committee on Executive Director
Evaluation and Staff Compensation. Except as provided in this section, a Pension Plan
Trustee who is a member-at-large may serve no more than two consecutive full terms.
To be eligible for additional full terms, a member-at-large must be nominated by the
Committee on Executive Director Evaluation and Staff Compensation upon a finding
by the Committee that specifies exceptional circumstances warranting the additional
terms, and a written statement of such findings must accompany the nomination when
it is communicated to the Board of Governors by the Chair of the Committee. The
nominee may then be appointed only upon the affirmative vote of two-thirds of the entire
Board of Governors.

B5.2.6.4 The Retirement Plan Committee, under the direction of the Committee on Executive
Director Evaluation and Staff Compensation, shall have responsibility, as specified in the
ASME Thrift Plan, the ASME Defined Contribution (DC) Plan, the ASME 457(b) Plan, and
the ASME 401(k) Plan documents, including to act as Plan Administrator and Named
Fiduciary for such plans and assume such responsibilities as developing investment policy
statements, selecting and monitoring investment choices, benchmarking Plan
administration expenses and investment plan administrators performance and selecting,
appointing and retaining plan investment, governance and plan administration compliance
advisors, as well as having the power to make ministerial and technically required plan
amendments.

The Retirement Plan Committee shall consist of four members: two members of the
Executive Management Team, one member of the Human Resources Department and
one Volunteer member of the Pension Plan Trustees. The three staff members will be
nominated by the Executive Director and appointed at the discretion of the EDESC. The
pension plan trustee shall be recommended by the Pension Plan Trustees and may be
appointed at the discretion of the EDESC.

The ASME Staff members of the Committee may be members with vote for as long as
they hold the positions described in this By-Law B5.2.5.4. The Pension Plan Trustee
member’s term will be for as long as they are a member of the Pension Plan Trustees.
B5.2.7.1 The Committee on Honors, under the direction of the Board of Governors, shall have
responsibility for recommending properly selected candidates for honors, medals, Honorary
Members, and awards, and as required shall recommend recipients of joint awards, all
subject to approval by the Board of Governors. However, the Board may delegate to the
Committee on Honors the power to approve candidates for any honor, medal or award other
than Honorary Member or ASME Medalist.

B5.2.7.2 The Committee on Honors shall select its own Chair and Vice Chair. Its membership
shall be determined by the Board of Governors. The Chair of the General Awards
Committee shall be an ex officio member with vote. The President-Elect may select a
Governor to serve as Liaison to the Committee during their Presidential term.

B5.2.7.3 The General Awards Committee, under the direction of the Committee on Honors, shall
seek candidates for all honors and awards except Honorary Members, the ASME Medal,
and group-level awards, and shall screen nominations and make recommendations to
the Committee on Honors.

The General Awards Committee shall consist of a Chair, a Vice Chair and a membership
as determined by the Committee on Honors.

B5.2.7.4 Other Society award committees, including special award committees, shall in
accordance with the policies and procedures administered by the Committee on Honors,
seek nominees for honors in their several areas of interest, shall screen nominations, and
make recommendations to the Committee on Honors.

B5.2.8.1 The Committee of Past Presidents, under the direction of the Board of Governors, shall have
responsibility for electing Fellows, overseeing the ethical practice of engineering, and
providing guidance on matters where its experience may be useful, upon request by the
President, Board of Governors, and other units of the Society.

B5.2.8.2 The Committee of Past Presidents shall select its own Chair and Vice Chair. Its membership
shall consist of all living Past Presidents, unless the Board of Governors or Ethics Committee
makes a finding that results in the censure, expulsion, suspension or other disciplinary action
of a Past President involving the following conduct:

(a) violation or attempted violation of the ASME Ethics or Conflicts of Interest Policy,
knowingly assisting or inducing another to violate or attempt to violate the ASME Ethics or
Conflicts of Interest Policy, or doing so through the acts of another;

(b) illegal conduct that adversely reflects on the Past President’s honesty, trustworthiness or
fitness to serve ASME in a position of trust;

(c) conduct involving breach of fiduciary duty, dishonesty, fraud, deceit or misrepresentation;
or

(d) other conduct that is or reasonably could be harmful to the reputation and administration
of the Society.

Disciplinary action for conduct described in B5.2.7.2 (a) through (d) shall render a Past
 President ineligible for membership on the Committee of Past Presidents and shall result in
the expulsion from the committee of any current member of the Committee of Past
Presidents.

B5.2.9.1 The Audit Committee, under the direction of the Board of Governors, shall have
responsibility for overseeing the accounting and financial reporting process of the Society
and the audit of its financial statements and report its activities to the Board. The
Committee will be responsible for overseeing the adoption and implementation of, and
compliance with, the Society Policies on whistleblowers and conflicts of interest. The
Committee will annually consider the performance and independence of the independent
auditor and recommend retaining or renewing the retention of the independent auditor to
the Board. The Committee will liaise with the independent auditor prior to the
commencement of the audit and upon completion of the audit, review and discuss the audit
results and any related management letter with the auditor, including:

(a) any material risks and weaknesses in internal controls identified by the auditor;

(b) any restrictions on the scope of the auditor’s activities or access to requested
information;

(c) any significant disagreements between the auditor and management; and

(d) the adequacy of the Corporation’s accounting and financial reporting processes.
B5.2.9.2 The Audit Committee shall consist of three current Board members-at-large (serving
staggered terms on the Board) who serve as voting members. The Committee
membership is determined by the Board of Governors and consists solely of “independent”
members of the Board as defined under Section 102(a) (21) of the New York Not-for-Profit
Corporation Law. The Chair shall be the senior Governor and the Vice Chair shall be the
second-most senior Governor.
The Treasurer shall be an ex officio member of the Committee without vote. The Chief
Financial Officer and the Assistant Treasurer shall be ex officio members of the Committee
without vote. The President-Elect makes the recommendation on the incoming first-year
Board member-at-large. The term of the Board members-at-large expires when their
Board term expires.
B5.2.10.1 The Philanthropy Committee, under the direction of the Board of Governors, shall have
responsibility for advising the Board of Governors and assisting the Society in
connection with fundraising activities and philanthropic programs carried out using the
Society’s name or other resources.
B5.2.10.2 The Philanthropy Committee shall select its own chair and vice chair. The ASME
Executive Director, the ASME Managing Director of Philanthropy and the ASME
Managing Director of Programs shall be ex officio members of the Committee without
vote. Other members shall be determined by the Board of Governors. The President-
Elect may select a Governor to serve as Liaison to the Committee during their
Presidential term.
B5.2.11.1 The Diversity and Inclusion Strategy Committee, under the direction of the Board of
Governors, shall have responsibility for providing insight and advice into promoting
diversity and inclusion within ASME and mechanical engineering.
B5.2.11.2 The Diversity and Inclusion Strategy Committee shall select its own Chair and Vice
 Chair. Its membership shall be determined by the Board of Governors. The President-
Elect may select a Governor to serve as Liaison to the Committee during their
Presidential term.
B5.2.12.1 The Industry Advisory Board, under the direction of the Board of Governors, shall have
responsibility for providing a voice for industry within ASME through the communication
of the needs of engineers that are engaged in industry.
B5.2.12.2 The Industry Advisory Board shall select its own Chair and Vice Chair. Its membership
shall be determined annually by the Board of Governors. The President-Elect may
select a Governor to serve as Liaison to the Board during their Presidential term.
B5.2.13.1 The Volunteer Orientation and Leadership Training Academy, under the direction of
the Board of Governors, shall have responsibility for developing ASME’s volunteer
leadership. VOLT’s programmatic offerings extend to volunteers serving throughout
the Society at all levels.
B5.2.13.2 The Volunteer Orientation and Leadership Training Academy shall select its own Chair
and Vice Chair. Its membership shall be determined by the Board of Governors. The
President-Elect may select a Governor to serve as Liaison to the Academy during their
Presidential term.
 B5.3 PUBLIC AFFAIRS AND OUTREACH SECTOR

B5.3.1.1 The Public Affairs and Outreach Sector, under the direction of the Board of
Governors, is responsible for the coordinated outreach to industry, government,
education, and the public. It is responsible for initiatives that address diversity and
humanitarian programs. The Public Affairs and Outreach Sector will maintain a
current Sector Operation Guide that will contain operational details of the Public Affairs
and Outreach Sector that are not in these By-Laws.

B5.3.1.2 The Public Affairs and Outreach Sector shall be led by a Council that consists of
the following voting membership: a Senior Vice President as Chair; three members-
at-large; and the Chairs for the following Board and Committees: Committee on
Engineering Education, Committee on Government Relations, Engineering for Global
Development Committee, Industry Advisory Board, Diversity and Inclusion Strategy
Committee, and Pre-College Education Committee. The Managing Director, Global
Public Affairs, is a non-voting member.

B5.3.1.3 The incoming Senior Vice President, Public Affairs and Outreach shall be nominated
by the Public Affairs and Outreach Council from among its past or present volunteer
members for appointment by the Board of Governors for a term of three years. In the
event that a past or present volunteer member is not available from the Public Affairs
and Outreach Council, then the Council shall defer to the Board of Governors for the
selection. Chairs who have been elected to a term that extends more than one year into
a new term of the Senior Vice President of Public Affairs and Outreach are not
eligible to become the Senior Vice President.

B5.3.1.4 The members-at-large shall be appointed by the Board of Governors, as

recommended by the Public Affairs and Outreach Council. The term of the members-
at-large shall be one year and they may be re-appointed for up to three terms.

B5.3.2.1 The following Board and Committees will report directly to the Public Affairs and
Outreach Council: the Committee on Engineering Education, the Committee on
Government Relations, the Engineering for Global Development Committee, and
the Pre-College Education Committee.

B5.3.2.2 The Committee on Engineering Education, under the direction of the Public Affairs
and Outreach Council, is responsible for the activities of the Society that relate to
engineering education. The Committee shall consist of a Chair, Engineering Education
and a membership as determined by the Public Affairs and Outreach Council.

B5.3.2.3 The Committee on Government Relations, under the direction of the Public Affairs
and Outreach Council, is responsible for the development of programs for interaction
between the Society and government at all levels. The Committee shall consist of a
Chair, Government Relations and a membership as determined by the Public Affairs
and Outreach Council. The Government Relations Committee shall recommend
policies and procedures, and supervise activities that involve Society interaction with
government entities.

B5.3.2.4 The Engineering for Global Development Committee, under the direction of the
 Public Affairs and Outreach Council, shall be responsible for the collaboration
among the engineering and global development stakeholders to create avenues
and opportunities within ASME and mechanical engineering around the world to
meet the challenges faced by under-served communities. The Committee shall
consist of a Chair, appointed by the Senior Vice President, Public Affairs and
Outreach, and a membership, as determined by the Public Affairs and Outreach
Council.

B5.3.2.5 The Pre-College Education Committee, under the direction of the Public Affairs and
Outreach Council, shall be responsible for educational activities aimed at enhancing
pre-college science, technology, engineering, and mathematics education. The
Committee shall consist of a Chair, appointed by the Senior Vice President, Public
Affairs and Outreach, and a membership, as determined by the Public Affairs and
Outreach Council.
 Page 1 of 2

B5.4 STANDARDS AND CERTIFICATION SECTOR

B5.4.1.1 The Standards and Certification Sector, under the direction of the Board of
Governors, is responsible for the activities of the Society relating to codes and
standards, including related conformity assessment programs. The Standards and
Certification Sector will maintain a current Sector Operation Guide that will contain
operational details of the Standards and Certification Sector that are not in these
By-Laws.

B5.4.1.2 The Standards and Certification Sector shall be led by a Council on Standards and
Certification (CSC) that consists of the following voting membership: a Senior
Vice President as Chair; two Vice Chairs; no more than twelve members-at-
large; the Chairs for the following Boards: Standardization and Testing, Nuclear
Codes and Standards, Pressure Technology Codes and Standards, Safety
Codes and Standards, Conformity Assessment, and Hearings and Appeals and
the Energy and Environmental Standards Advisory Board. The nonvoting
membership of the Council shall consist of the Associate Executive Director and
the Managing Directors, Standards and Certification.

B5.4.1.3 The incoming Senior Vice President of Standards and Certification shall be
nominated by the Council on Standards and Certification from among its past or
present Board Chairs and members-at-large for appointment by the Board of
Governors for a term of three years. In the event that a past or present Board
Chair or member-at-large is not available from the Council on Standards and
Certification, then the Council shall defer to the Board of Governors for the Senior
Vice President selection. Board Chairs who have been elected to a term that
extends more than one year into a new term of the Senior Vice President of
Standards and Certification are not eligible to become the Senior Vice President.

B5.4.1.4 The twelve members-at-large and the CSC Vice Chairs shall be appointed by
the Board of Governors, as recommended by the Council on Standards and
Certification. The term of each member-at-large and CSC Vice Chairs shall be
three years, with the terms of one-third of the members-at-large ending at the
close of the second Business Meeting of the fiscal year.
 Page 2 of 2

B5.4.2.1 The following Boards will report directly to the Council on Standards and Certification:
Board on Standardization and Testing, Board on Nuclear Codes and Standards, Board
on Pressure Technology Codes and Standards, Board on Safety Codes and Standards,
Board on Conformity Assessment, Energy and Environmental Standards Advisory Board,
Board on Codes and Standards Operations, Board on Strategic Initiatives, and the Board
on Hearings and Appeals.

B5.4.2.2 The Boards on Standardization and Testing; Nuclear Codes and Standards;
Pressure Technology Codes and Standards; Safety Codes and Standards; and
Conformity Assessment shall supervise the development of codes and standards within
their respective charters, including the development of conformity assessment criteria for
applicable codes and standards. The Board on Conformity Assessment shall also
supervise the administration of conformity assessment programs. The Energy and
Environmental Standards Advisory Board shall coordinate initiation of new Standards
and Certification products and services addressing global energy and environmental
needs. The Board on Codes and Standards Operations shall approve on behalf of the
Council, matters of procedures and personnel, and shall advise the Council on
operational matters, including honors, information services, legal considerations,
continuous improvement, and planning. The Board on Strategic Initiatives shall advise
the Council on trends, implications, strategic issues and planning. The Board on
Hearings and Appeals shall be a forum for appeals resulting from grievances related
to procedural due process in codes, standards, accreditation, registration, and
certification activities.

B5.4.2.3 The Boards on Standardization and Testing; Nuclear Codes and Standards;
Pressure Technology Codes and Standards; Safety Codes and Standards; and
Conformity Assessment shall each consist of a Chair; one or more Vice Chairs, and
a membership, as determined by the Council on Standards and Certification. The
Energy and Environmental Standards Advisory Board shall consist of a Chair, a Vice
Chair, and a membership, as determined by the Council on Standards and
Certification. The Board on Codes and Standards Operations shall consist of the
Vice Chair, Operations of the Council on Standards and Certification as Chair, the
Chair of the Board on Hearings and Appeals as Vice Chair, and a membership, as
determined by the Council on Standards and Certification. The Board on Strategic
Initiatives shall consist of the Vice Chair, Strategic Initiatives of the Council on
Standards and Certification as Chair, a Vice Chair, and a membership, as
determined by the Council on Standards and Certification. The Board on Hearings
and Appeals shall consist of a Chair, and a membership as determined by the
Council on Standards and Certification.
 Page 1 of 1

B5.5 TECHNICAL EVENTS AND CONTENT SECTOR

B5.5.1.1 The Technical Events and Content (TEC) Sector, under the direction of the Board of
Governors, is responsible for activities of the Society relating to engaging individuals
and groups in advancing engineering skill, art, science, knowledge and practice, and in
planning, developing and delivering new technical content in the form of new products,
services, networking opportunities, conferences, events and delivery mechanisms
across ASME’s market segments. The Technical Events and Content Sector will
maintain a current Sector Operation Guide containing operational details of the
Sector not covered in these By-Laws.

B5.5.1.2 The Technical Events and Content Sector shall be led by a Sector Council that
consists of the following voting membership: a Senior Vice President (SVP) as Chair,
the Segment Representatives representing each of the designated Sector Market
Segments as outlined in the Sector Operation Guide, the Chair of the Technical
Committee on Publications and Communications, and up to five members-at-large.
The non-voting membership of the Sector Operating Council shall include staff as
appointed by the Executive Director.

B5.5.1.3 The incoming Senior Vice President of the Technical Events and Content Sector shall
be nominated by the Technical Events and Content Sector Council from among its
past or present volunteer members for appointment by vote of the Board of
Governors to a term of three years. In the event that a past TEC Sector Council
member is not available, then the Sector Council will make a recommendation for a
qualified candidate to the Board of Governors for consideration.

B5.5.1.4 The Segment Representatives are nominated by the Segment Leadership Team
Members within each defined Segment for an appointment by vote of the Technical
Events and Content Sector Council to a term of up to three years. In all cases the
appointment should best meet the qualifications for Segment and Sector Leadership
and composition balance as outlined in the Sector Operations Guide.

B5.5.1.5 The members-at-large shall be appointed by the Board of Governors as

recommended by the Technical Events and Content Sector Council. The term of the
members-at-large shall be up to three years.

B5.5.1.6 The Technical Committee on Publications and Communications (TCPC) is

responsible for publications of the Society, except that the Standards and Certification
Sector shall be in charge of codes and standards. The Committee shall consist of a
Chair and a membership as determined by the Technical Events and Content
Council.
 B5.6 MEMBER DEVELOPMENT AND ENGAGEMENT SECTOR

B5.6.1.1 The Member Development and Engagement Sector, under the direction of the
Board of Governors, is responsible for providing governance for professional sections,
student sections, membership development, and the Old Guard Committee. The
Member Development and Engagement Sector will maintain a current Sector
Operation Guide that will contain operational details of the Member Development and
Engagement Sector that are not in these By-Laws.

B5.6.1.2 The Member Development and Engagement Sector shall be led by a Council that
consists of the following voting membership: a Senior Vice President as Chair; Chair,
North American Regions; Chair, International Regions; Chair, Student Sections; Chair,
Old Guard Committee; Communications and Tools Coordinator; Membership
Development Coordinator; Finance Coordinator; and up to two members-at-large The
Director, Section Support is a non-voting member of the Council.

B5.6.1.3 The incoming Senior Vice President, Member Development and Engagement shall
be nominated by the Member Development and Engagement Council from among its
past or present volunteer members for appointment by the Board of Governors for a term
of three years. In the event that a past or present volunteer member is not available
from the Member Development and Engagement Council, then the Council shall defer
to the Board of Governors for the selection.

B5.6.2.1 The following Committees will report directly to the Member Development and
Engagement Council: the North America Regions Committee, the International
Regions Committee, and the Student Sections/Early Career Engagement
Committee.

B5.6.2.2 The North American Regions Committee, under the direction of the Member
Development and Engagement Council, is responsible for the activities of the North
American Sections. The Committee shall consist of the Chair, North American Regions,
appointed by the Senior Vice President to a term of three years and the Northeast,
Southeast, Midwest, Northwest, and Southwest Region Leaders.

B5.6.2.3 The International Regions Committee, under the direction of the Member
Development and Engagement Council, is responsible for the activities of the Sections
outside North America. The Committee shall consist of the Chair, International Regions,
appointed by the Senior Vice President to a term of three years and the Asia-Pacific;
Europe; Latin America and Caribbean; and Middle East and Africa Region Leaders.

B5.6.2.4 The Student Sections/Early Career Committee, under the direction of the Member
Development and Engagement Council, is responsible for coordinating the Sector’s
activity with the Student and Early Career Development Sector. The Committee shall
consist of the Chair, Student Sections, appointed by the Senior Vice President to a term
of three years, and the Student Section Advisory Committee Chair, the Student Leader
Training Chair, and the Early Career Programs Chair.
B5.6.2.5 The members-at-large shall be appointed by the Board of Governors as
recommended by the Member Development and Engagement Sector Council. The
term of the members-at-large shall be up to three years.
 B5.7 STUDENT AND EARLY CAREER DEVELOPMENT SECTOR

B5.7.1.1 The Student and Early Career Development Sector, under the direction of the Board
of Governors, is responsible for meeting the needs and providing a voice for students
and early career engineers. The Student and Early Career Development Sector will
maintain a current Sector Operation Guide that will contain operational details of the
Student and Early Career Development Sector that are not in these By-Laws.

B5.7.1.2 The Student and Early Career Development Sector shall be led by a Council that
consists of the following voting membership: a Senior Vice President as Chair; three
members-at-large; and the Chairs of the following: the Student Programming
Committee, the Early Career Engineer Programming Committee, and the E-Fest
Steering Committee. The Director, Student and Early Career Development and the
Managing Director, Programs are non-voting staff members of the Council.

B5.7.1.3 The incoming Senior Vice President, Student and Early Career Development shall
be nominated by the Student and Early Career Development Council from among its
past or present volunteer members for appointment by the Board of Governors for a term
of three years. In the event that a past or present volunteer member is not available
from the Student and Early Career Development Council, then the Council shall defer
to the Board of Governors for the selection. Chairs who have been elected to a term
that extends more than one year into a new term of the Senior Vice President of the
Student and Early Career Development Sector are not eligible to become the Senior
Vice President.

B5.7.1.4 The members-at-large shall be appointed by the Board of Governors, upon a

recommendation of the Student and Early Career Development Council. The term of
each member-at-large shall be one year. At least two of the three members-at-large shall
have had previous activity within the Sector.

B5.7.2.1 The following Committees will report directly to the Student and Early Career
Development Council: the Early Career Engineer Programming Committee, the
Student Programming Committee, and the E-Fest Steering Committee.

B5.7.2.2 The Early Career Engineer Programming Committee, under the direction of the
Student and Early Career Development Council, is responsible for the activities of
the Society that relate to career development of early career engineers. The Committee
shall consist of a Committee Chair, appointed by the Senior Vice President to a term of
three years and a membership as determined by the Student and Early Career
Development Council.

B5.7.2.3 The Student Programming Committee, under the direction of the Student and Early
Career Development Council, is responsible for development of programs for students.
The Committee shall consist of a Committee Chair, appointed by the Senior Vice
President to a term of three years and a membership as determined by the Student
and Early Career Development Council.

B5.7.2.4 The E-Fest Steering Committee, under the direction of the Student and Early Career
Development Council, is responsible for the development of Engineering Festivals (E-
Fests). The Committee shall consist of a Committee Chair, appointed by the Senior
Vice President to a term of one year, renewable for up to three years, and a membership
as determined by the Student and Early Career Development Council.
 Page 1 of 1

B5.8 SOCIETY REPRESENTATION

B5.8.1 The Board of Governors or a sector council may appoint a member or members of the
Society to represent it at meetings of societies of kindred aim or at public functions. If time
does not permit action by the Board of Governors or by a sector council, such appointment
may be made by the President or by the chair of a sector.

B5.8.2 The Board of Governors may appoint a member or members of the Society to represent
the Society on committees organized by other societies, Government departments, or
other groups.

B5.8.3 The Board of Governors may appoint such a number of members of the Society to
represent the Society on Boards of award of any joint activity recognized by the Board of
Governors, as may be required by the by-laws of those activities.

B5.8.4 Officers of the Society are authorized to represent the Society and the Board of
Governors to outside parties in announcing and communicating board-stated policy,
positions and endorsements, and in announcing decisions and interpretations within any
area(s) delegated to them by the Board.

B5.8.5 No officer or other member of the Society acting under B5.8.1 through B5.8.4 shall
espouse, support or endorse any position on behalf of the Society, or otherwise bind the
Society in any manner, except (a) in accordance with Society Policies; or (b) to the extent
previously approved by the Board of Governors.
 Page 1 of 1

B6.1 MEETINGS OF THE SOCIETY

B6.1.1 All meetings of the Society primarily for the presentation and discussion of technical
papers shall be under the direction of the sector council of one or more of the sectors
as appropriate.

B6.1.2 A notice of each Business Meeting shall be given by the Executive Director to each
member either by written communication or other announcement. If such notice is
given personally, by first class mail or electronic mail it shall be given not less than 10
nor more than 50 days before the date of the meeting. If the notice is mailed by any
other class of mail it shall be given not less than 30 nor more than 60 days before such
date.

B6.1.3 The first Business Meeting of each fiscal year shall be the legal annual meeting of the
Society for the purpose of the election of officers at which time all corporate members
shall have the opportunity to vote in person or by proxy for nominees proposed by the
Nominating Committee or for nominees proposed by any duly constituted special
nominating committee.
 B6.2 VOTING AT OR BY PROXY AT THE FIRST
BUSINESS MEETING OF THE FISCAL YEAR

B6.2.1 Ten to 60 days prior to the first Business Meeting of the fiscal year, the
Executive Director shall provide a proxy to each corporate member. This
proxy shall solicit the authorization by such member for the three most recent
available past Presidents or any one of them to exercise the vote of the
corporate member for the election of officers and for any other business
that is presented to the first Business Meeting of the fiscal year or any
adjournment thereof. A list of the nominees proposed by the Nominating
Committee and any special nominating committee shall be a part of the
proxy distribution.

A member shall return the proxy in a manner specified by the Society,

which may be by mail, facsimile or electronic mail, provided such
electronic mail is transmitted with information from which it can be
reasonably determined that the proxy was authorized by such member.

B6.2.2 If any special nominating committee (as defined in B4.2.8) has been
organized and has presented a list of nominees to the Executive Director,
the Executive Director shall provide to each member entitled to vote a proxy
listing the nominees proposed by the Nominating Committee and the
nominees proposed by such special nominating committee. Biographical
and other material included with the proxy shall give equal exposure to all
nominees.

B6.2.3 On or before the first day of October each year, the President shall
appoint a Committee of Inspectors of Proxies and Ballots, whose duty shall
be to supervise the examination, validation, and counting of proxies and
to report at the first Business Meeting of the fiscal year as to the number of
members represented there by proxy.

The Committee shall consist of a corporate member, and either the Chief
Financial Officer or the Assistant Secretary and shall include a member or
representative of any special nominating committee whose slate has been
distributed. The Committee shall supervise the counting of the ballots at
the first Business Meeting of the fiscal year.

B6.2.4 At the first Business Meeting of the fiscal year the Committee of
Inspectors of Proxies and Ballots shall report on the number of proxies
thereon returned by corporate members. Following the report of the
Committee of Inspectors of Proxies and Ballots, the Presiding Officer shall
conduct an election for officers of the Society. Corporate members
present who have not executed proxies will vote in person. Corporate
members who have executed proxies but have withdrawn the proxies
prior to the tabulation presented by the Committee of Inspectors of Proxies
and Ballots, may also vote in person. Corporate members holding valid
proxies will cast proxy ballots. When the results of the election are
known, the Presiding Officer will announce the results of the election to
the Business Meeting.
B6.2.5 The terms of office of those elected at the first Business Meeting of the fiscal
year shall begin at the second Business Meeting of the fiscal year at a specific
time designated each year by the Board of Governors.
 Page 1 of 1

B6.3 VOTING AT OR BY PROXY AT THE SECOND BUSINESS MEETING OR A SPECIAL

BUSINESS MEETING

B6.3.1 Corporate members of the Society may vote at the second Business Meeting of the fiscal
year or at any special Business Meeting either in person or by means of a properly
executed proxy.
 Page 1 of 1

B7.1 PUBLICATIONS AND PAPERS

B7.1.1 The Technical Committee on Publications and Communications is responsible for

publications of the Society, except that the Standards and Certification Sector shall be in
charge of codes and standards.

B7.1.2 The publications of the Society shall consist of:

a. The Society’s journals, also known as The TRANSACTIONS OF THE ASME;
b. MECHANICAL ENGINEERING; and
c. Such other publications as may be authorized by the sector within
the limitations of the budget.

B7.1.3 The Society shall not be responsible for statements or opinions advanced in papers or
in discussion at meetings of the Society or of its groups, or printed in its publications.

B7.1.4 No substantial part of the activities of the organization shall be carrying on propaganda, or
otherwise attempting to influence legislation (except as otherwise provided by Internal
Revenue Code (IRC) 501(h)), and does not participate in, or intervene in (including the
publication or distribution of statements), any political campaign on behalf of any candidates
for public office.

B7.1.5 The Society reserves the right to copyright any of its papers, discussions, reports, or
publications.
 Page 1 of 1

B8.1 AMENDMENTS

B8.1.1 Seven days or more before the closing of the proxy vote on an amendment to the
Constitution, the Committee of Inspectors of Proxies and Ballots shall be convened to
canvass the votes cast.

B8.1.2 Upon the close of the proxy vote, the Committee of Inspectors of Proxies and Ballots
shall canvass the proxy ballots returned to the Society and shall certify the result to the
Presiding Officer at the next Business Meeting of the Society.

B8.1.3 The terms of office of the Committee of Inspectors of Proxies and Ballots shall expire
when their report of the canvass has been presented and accepted.

B8.1.4 Amendments to the By-Laws or new By-Laws for adoption shall be submitted in writing
for approval in preliminary form at any meeting of the Board of Governors. At a
subsequent meeting, the Board of Governors may, by an affirmative vote of seven
members, adopt or amend By-Laws which have previously been accepted and approved
in preliminary form at the First Reading. A new By-Law or an amendment to a By-Law
shall take effect immediately upon its adoption by the Board of Governors.

B8.1.5 At any meeting, by a majority vote of its members present, the Board of Governors may
adopt, revise, or delete Society Policies in harmony with the Constitution and By-Laws. Any
Society Policy or revision shall take effect immediately upon its adoption by the Board of
Governors. Society Policies adopted by the Board of Governors shall be available by
request for reading by any member of the Society.