NATIONAL SAFETY MANAGEMENT SOCIETY BYLAWS
Effective August 4, 2000
Article I - Name
Section 1.1 Name. The name of the organization shall be the National Safety Management Society, hereinafter referred to as the Society. The Society is a nonprofit management membership society incorporated under the laws of the District of Columbia, U.S.A.
Section 1.2 Abbreviation. The official abbreviation of the Society shall be NSMS.
Section 1.3 Use. Neither the name nor the abbreviation shall be changed or altered when used by members or chapters of the Society.
Article II - Purpose
Section 2.1 Purpose. The purpose of the Society shall be to promote the advancement of the safety/loss control function through the application of management principles; to provide educational growth in the philosophy and concepts of the Society relating to the integration of all aspects of safety (error-free performance) into all functions and activities of management; to conduct or sponsor research projects designed to identify new techniques and methods for improving management activities relative to error-free performance; and to assure broad dissemination and implementation of the Society's philosophy and concepts for enhancement of the safety management profession.
Section 2.2 Basic Philosophy. Safety (error-free performance) is an integral part of the responsibilities of every manager and employee in an organization. The major responsibilities are inherent in the responsibilities and authorities of staff and line managers who design and implement the organizational/operational system within which employees must perform. Safety management then is that function which exists to assist all managers in better performing their responsibilities for operational system design and implementation through either the prediction of management systems deficiencies before errors occur or the identification and correction of management system deficiencies by professional analysis of accidental incidents (performance errors). The successful implementation of safety/loss control activities requires a clear understanding of all functions and activities of management at all levels in an organization and requires the safety management professional to work knowledgeably and effectively with all managers towards improvement of the total management system.
Section 2.3 Mission. To accomplish the purpose of the Society, activities and projects shall include those which contribute directly or indirectly to the following objectives. The Society shall endeavor to provide:
- Educational growth opportunities in the philosophy and concepts of the Society relating to the integration of all aspects of safety (error-free performance) into all functions and activities of management.
- Periodic opportunity for participating in specialized eductional and training programs sponsored or conducted by the Society designed to impart the necessary knowledge and develop the skills required to implement organizational safety programs consistent with the concepts and philosophy of the Society.
- Results of the Society's research activities in terms of research findings and methods of application in current real world programs.
- Professional assistance and an opportunity for exchange of information among safety managers.
- All organizational managers with education and assistance in accomplishing their responsibilities for safety (error-free performance).
- National recognition for outstanding achievement or contributions in the management and safety management professions.
- Recognition for Society members as participants in a unique professional management-oriented organization.
Article III - Institute for Safety and Health Management
Section 3.1. Organization. The Institute for Safety and Health Management (ISHM) is a Division of the National Safety Management Society.
Section 3.2. Purpose. The Institute for Safety and Health Management, hereinafter referred to as "Institute", administers the Certified Safety and Health Manager and Associate Safety and Health Manager certification program.
Section 3.3. Authority. The Institute shall operate under the broad direction of an Executive Board, elected by certificants of the Institute, and chaired by a President elected by the members of the Executive Board. The Executive Board shall appoint and supervise the Executive Director, review general governing procedures established by the Executive Director, oversee the certification examination process, and perform such other advisory and administrative functions as may be necessary to ensure the successful operation of the Institute.
Section 3.4. Terms of Office. Election to the Institute's Executive Board shall be for a period of four (4) years. Directors may be re-elected for one term of four years. The Executive Director shall serve with no limitation at the privilege of the Board.
Article IV - NSMS Membership
Section 4.1 Qualifications. All persons engaged in professional practice related to the various fields of management; in work associated with the advancement of safety management; or students enrolled in studies related thereto shall be considered for membership in the Society.
Section 4.2 Classification. The Society shall have several types of personal memberships as defined below.
Section 4.2.1. Members shall be individuals who choose to associate themselves with the Society, its purpose and philosophy, and who wish to receive all Society benefits and have full voting rights. These members shall pay full Society dues.
Section 4.2.2. Affiliate Members shall be individuals whose primary activity is undergraduate or graduate study, who choose to associate themselves with the Society, its purpose, and philosophy. This personal membership shall pay half the member dues rate, shall receive all member benefits, but will not be eligible to vote, or be a Society director. Persons in this classification who wish to be able to vote on Societal matters and be eligible to be a Society director, may choose to be members of the Society and pay the regular member dues.
Section 4.2.3. Fellow Members shall be a member, retired member, or affiliate member who has made a direct and significant contribution to the field of loss control through the application of sound management principles and practices. Such a contribution must be original and of direct value to the profession. Election of Fellows shall be by the Governing Board. Fellows will be duly honored by the Society. Fellows will continue to pay the dues associated with their member or affiliate member status.
Section 4.2.4. Life Members shall be members, retired members, or affiliate members who have made a significant contribution to the Society. Election shall be by the Governing Board. Life members shall be duly honored by the Society. Life members shall not pay dues, but shall receive all member benefits for life.
Section 4.2.5. Honorary Members shall be non-members who have attained a position of distinction in the field of safety management or management through outstanding contributions. Election shall be by the Governing Board. Honorary members shall be duly honored by the Society. They shall remain on Society records as having been honored in a specific year. Since there are no benefits except for the original honor, no dues shall be required.
Section 4.2.6. Retired Members shall be individuals who have reached the age of 62 and are no longer fully employed, who choose to associate themselves with the Society, its purpose, and philosophy. This personal membership shall pay half the member dues rate, and shall receive all member benefits.
Section 4.3. Personal Membership. Individual Society membership shall be a personal assignment and is not transferable in any way.
Section 4.4. Voting. Only "Members," "Retired Members," "Life Members," and "Fellows" (who are classified for dues-paying purposes as "Members," "Retired Members," or "Life Members") are eligible to vote on all matters submitted to the membership. "Affiliate Members" are eligible to participate in local chapter voting activities only in accordance with chapter policy and procedures.
Section 4.5. Certificates of Membership, inscribed with name, membership number, and date, shall be given to each member.
Section 4.6. Society Pin. Each member shall receive a pin which is the insignia of the Society.
Section 4.7. Chapter Membership. All Society members residing within the boundary of a chartered chapter shall be eligible to apply for membership in that chapter. Chapter membership is not mandatory for membership in the Society. However, Society membership is mandatory for membership in a chapter.
Section 4.8. Application Fees shall be established by the Society Executive Committee (EXCOM) subject to Board approval. Application for membership shall be accompanied by this fee and the first year's dues.
Section 4.9. Expulsion. Any member of the Society may be expelled from the organization for cause as a result of conduct or acts deemed prejudicial to the Society.
Article V - Organization Structure
Section 5.1 Legal Status. The Society is incorporated under the provisions of the District of Columbia Nonprofit Corporation Act (June 11, 1968).
Section 5.2 General. The Governing Board is charged with assuring continuity of Society basic concepts. The Executive Committee is charged with the day-to-day activities of the Society. Local groups such as chapters represent an effort to encourage participation in activities of the Society.
Section 5.3 Governing Board. There shall be a Governing Board herein known as the Board. The Board shall be composed of a minimum of five (5) directors and a maximum of ten (10) directors, and shall be elected by the general membership. The Board shall establish broad Society policies, annual budget, and changes in the bylaws. It shall monitor and review Society activities and the functioning of the Executive Committee to assure adherence to the basic concepts and policies of the Society. The Board may delegate to the president, Executive Committee, or other directors, the authority to act on behalf of the Board. The Board may establish, or approve the establishment of, any additional committee(s) or officer position(s) it deems necessary or appropriate to effectively carry out Society activities. Decisions of the Board are binding upon all elements of the Society. However, any Board decision can be reversed by a two-thirds (2/3) vote of the Society members in good standing.
Section 5.4 Executive Committee. There shall be an Executive Committee, hereinafter known as the EXCOM. The EXCOM shall be composed of five (5) of the Society directors, who will act as the Society officers. As a minimum, the EXCOM shall:
- Prepare and submit annually to the Board for review and approval, a proposed budget for Society operations no later than December 1.
- Enter into any contractual arrangements necessary to carry out Society activities and which are within approved budgets.
- Maintain the day-to-day operations of the Society to assure compliance with the concepts and policies of the Society.
- Preside at Society meetings and officially represent the Society in all functions.
- Monitor the functions of other officers.
- Within three (3) months after assuming office, prepare and present to the Board a written statement of proposed long range program objectives.
- At the end of each year of office, prepare and submit to the Board and general membership a progress report describing objectives accomplished, and plans and recommendations for the next year's activities.
Article VI - Director Qualifications,Tenure, Nominations, and Elections
Section 6.1 Qualifications. Directors shall be "Members," "Retired Members," "Life Members," or "Fellows" (who are classified as "Members," "Retired Members," or "Life Members" for dues-paying purposes).
Section 6.2 Term of Office. Elected Society directors shall serve a term of two (2) years beginning on even years, or until such time as a successor is duly elected or appointed.
Section 6.3 Nominating Committee. The president shall appoint at the beginning of a board two-year term a Nominating Committee composed of three (3) members, and designate the committee chair. The committee shall receive recommendations during the term, examine involvement of members, and ultimately recommend nominees for election as directors. The EXCOM shall have final approval of the ballot. No slate shall have more than one individual from the same firm, agency, or organization of employment. Advice and recommendations shall be sought from Society members and chapters. The committee should strive to nominate more nominees than available director positions. for election as directors. The EXCOM shall have final approval of the ballot. No slate shall have more than one individual from the same firm, agency, or organization.
Section 6.4 Balloting. Elections shall be conducted by direct balloting of the voting members of the Society. A mail ballot shall be sent to the voting members not later than May 1 of the election year, and completed ballots must be returned no later than June 15 of the election year. Results of the balloting shall be announced to the membership by letter or Society publication. Elected directors shall be those nominees receiving the largest number of votes for the number of available director positions.
Section 6.5. Tie Vote. In case of a tie, the Board, at a special meeting, shall elect by secret ballot from those candidates so tied. If a special meeting is not practical, either a written or telephonic ballot may be conducted.
Section 6.6 Vacancies. If a director position becomes vacant during the term of office, it may be filled for the remainder of the term by decision of the Board. No vacancy shall be filled by an individual from the same firm, agency, or organization of employment already having an elected director of the Society.
Section 6.7 Election of Officers. The officers of the Society shall be elected by the Board at the first board meeting from among the directors. Officers shall be elected by a majority vote and shall begin their term of office immediately. A director shall not serve more than two (2) terms as president.
Section 6.8 Removal from Office. An officer may be removed from office for due cause upon the recommendation of five (5) directors, and a three-fourths (3/4) vote of all directors. Such action may not take place unless the affected officer and all other directors have been notified at least sixty (60) days prior to a hearing at which a vote could be taken.
Section 6.9 Expulsion. A director may be removed from the Board only by a three-fourths (3/4) vote of all directors, after due notice at least sixty (60) days prior to the stated meeting for expulsion action, and further provided that the affected director has first been advised of the charges made and offered a hearing on the charges.
Section 6.10 Director Emeritus. Former or current directors may be elected to the position of Director Emeritus in accordance with provisions of Article V. Such designation shall be considered ceremonial. Incumbents shall receive all communication directed to Governing Board members and encouraged to attend Board meetings, though not at Society expense.
Article VII - Meetings
Section 7.1 Rules of Order. Unless otherwise specified, Roberts Rules of Order shall govern the conduct of all meetings.
Section 7.2 Board Meetings. There shall be at least one (1) Board meeting annually at a time and place determined by the president. Other meetings may be held if needed, at the discrection of the president. All members of the Board shall be notified of the place, date, and time of meeting at least thirty (30) days in advance. Such meetings of the Board may be conducted in person or by teleconferencing, whichever provides the greatest opportunity for having directors present.
Section 7.2.1 Business to be Transacted. The business to be transacted at Board meetings shall include as applicable, but not limited to, a report of the activities of the Society, a statement of the financial position of the Society for the year to date, and the transaction of appropriate unfinished or new business. Directors may submit items for the agenda to the Society business office no later than fifteen (15) days prior to the meeting.
Section 7.2.2 Non-Agenda Business. Directors who wish to present an item of business not included in the formal meeting agenda must receive approval of the other Board members present to do so.
Section 7.2.3 Quorum. The presence of a majority of Board members, including three (3) officers, one of which shall be the president, or designee, shall constitute a quorum, and actions at a meeting at which a quorum is present shall constitute official Board action. In the case of the initial meeting of a new Board, the presence of required officers may be waived.
Section 7.2.4 Special Board Meetings. The president or three (3) directors, may call a special meeting of the Board which may be conducted in person or by teleconferencing.
Section 7.2.5 Voting. Except as otherwise provided in these bylaws, official Board actions shall require a simple majority vote of the Board members present at a meeting in which a quorum exists or a simple majority of all Board members if conducted by mail ballot.
Section 7.3 Executive Committee Meetings. The EXCOM, at the call of the president, shall meet as a body when essential to conduct business that cannot be conducted by mail ballot or teleconferencing. At least fifteen (15) days before a meeting, notice shall be given to each member. The notice shall give the purpose of the meeting and include an official agenda of business.
Presiding officer at EXCOM meetings shall be the president, who, if unable to attend, shall designate the first vice president or other member of the Committee to preside. The president may call an emergency meeting of the EXCOM at any time. The presence of at least three (3) members including the president or designee shall constitute a quorum. Decisions of the EXCOM will receive a poll of all directors if requested by a majority of EXCOM members, or if requested by a majority of directors.
Article VIII - Dues and Finances
Section 8.1 General. The primary continuing source of operating funds for the Society is dues. Dues shall be determined by the Board. The amount of dues assessed will be published in time to support the first billing date. With the exception of those active members in good standing as of October 31, 1990, who will continue to be billed on a calendar year basis, individuals joining the Society will be placed on an anniversary renewal basis. Existing members will continue on a calander year basis.
Section 8.2 Non-Payment of Dues. A member shall automatically be removed from membership roles and all benefits stopped if payment of annual dues is not received within two (2) months following due date. Reinstatement shall require payment of full annual dues.
Section 8.3 Annual Operating Budget. An annual budget shall be developed from estimated income and expenses, inputs from officers, and proposals from functioning committees which shall be the end result of total activity planning coordinated by the EXCOM. Deficit planning and deficit spending shall not be allowed. The annual proposed budget shall be submitted to the Board for review and approval no later than the initial meeting of a new Board, or by December 1 in the second year of the term. Once the Board approves the budget, the EXCOM shall have full authority for accomplishing the annual program within the approved budget. Any substantial deviation from the approved budget requires prior Board approval.
Section 8.4 Chapter Support. Chapters may receive limited financial support commensurate with their needs and the availability of funds. Chapters shall become self-supporting through local dues and activities. Funds provided to a chapter for whatever reasons may be considered a loan at the discretion of the EXCOM.
Section 8.5 Financial Report. Annually, within ninety 90 days following the end of the Society year, the EXCOM shall submit to the Board a complete financial report detailing receipts, disbursements, assets and liabilities as compared to the approved budget.
Section 8.6 Annual Compilation. Annually, the EXCOM shall cause a compilation by a certified public accountant to be made of the Society's books and records by March 15.
Section 8.7 Fund Depository. Society funds necessary to maintain daily operations during the year shall be deposited and maintained in a savings and/or checking account at a bank insured by the Federal Deposit Insurance Corporation. All funds in excess of current needs shall be deposited in Federally insured money market-type funds to bring the most favorable interest available to the Society without restrictively tying up funds.
Article IX - Chapter Affiliation
Section 9.1 Establishment and Revocation. The EXCOM may elect to chapter status and issue a charter to a group fulfilling the Society's organizational requirements. Withdrawal of a charter for cause shall be by action of the EXCOM. Reinstatement of a revoked charter shall be at the discretion of the Board. Society members belonging to a suspended chapter shall retain their Society membership as long as they are in good standing.
Section 9.2 Requirements. Two (2) or more Society members, in good standing, together with at least five (5) other members or five (5) applicants for membership, may petition the Society in writing for chapter affiliation. The petition shall state the purpose of affiliation, indicate the geographical coverage and growth potential, and include proposed chapter bylaws.
Section 9.3 Letters Temporary. A petitioning group may be granted Letters Temporary by a majority vote of the EXCOM after satisfactorily fulfilling the requirements of these
bylaws.
Section 9.4 Chapter Status. The EXCOM may, after one (1) year of satisfactory functioning under Letters Temporary, grant a charter to a local group. Membership shall have reached twenty (20) Society members in good standing, or the group shall meet other requirements administered by the EXCOM.
Section 9.5 Membership Application and Fees. Each application for Society membership accompanying the Letters Temporary petition shall include the initial Society application fee and first year's dues. Upon election to membership, the applicant and the group shall be duly notified.
Section 9.6 Society Membership-at-Large. A Society member shall not be required to affiliate with a local chapter or Letters Temporary group, and shall be considered as a member-at-large.
Section 9.7 Annual Chapter Dues. Local Letters Temporary groups or chapters shall establish annual dues amounts and provided for in local bylaws. The Society, in accordance with provisions adopted by the EXCOM, will collect dues for each chapter or Local Letters Temporary and forward the monies to the local treasurer.
Section 9.8 Organization. Local petitioning groups with Letters Temporary and chapters shall be organized and governed in harmony with the Society. Local bylaws shall conform in principle to the Society bylaws.
Section 9.9 Bylaws. Any provisions of a local group's bylaws that are contrary to those of the Society shall be null and void. Changes required in local bylaws by action of the Society shall be made within 120 days after formal notification from the Society. In all cases, the Society bylaws shall take precedence over local requirements and apply to all Society members upon due notice.
Section 9.10 Foreign Chapters. Before any active organization efforts to form chapters in countries outside of the United States takes place, plans shall be approved by the Board.
Section 9.11 Reporting Requirements. Petitioning groups and chapters shall submit those reports or information as specified by the EXCOM.
Article X - Society Emblem and Badge
Section 10.1 Emblem. The official trademark emblem of the Society shall be rhomboidal in shape, consisting of four (4) smaller separate black rhomboids each superimposed with one (1) of the white letters N-S-M-S.
Section 10.2 Badge. The official badge of the Society shall be the trademarked emblem upon a silver background with the silver letters NSMS superimposed thereon.
Section 10.3 Use of Emblem. The emblem may be used only in the following manner:
a. By members, in good standing, for use on personal letterheads or business cards only to signify membership in the Society and in a manner that does not suggest endorsement of a product or service by the Society. b. By the Society on official letterheads, envelopes, jewelry, and other authorized items.Section 10.4 Prohibited Use of Emblem. The emblem of the Society may not be used in such a manner, directly or indirectly, as to lead the public to believe:
a. That the Society is the source of goods, products, or services manufactured or provided by a member, any other person, or firm. b. That the Society endorses, or approves the nature, quality, or use of, or claims made for the goods, products or services manufactured or provided by a member, any other person, or firm. c. That the Society endorse or approves the textural matter with which the emblem is associated by a member or chapter, unless specific authorization for such purpose has been obtained from the Society.Section 10.5 Alteration of Emblem. Alternation of the emblem is not permitted. Section 10.6 Revocation of Emblem. The use of the Society emblem shall be subject at all times to revocation and withdrawal by the Board when in its sole and exclusive judgment and determination the continued use would not be in the best interests of the Society. Section 10.7 Use of Badge on Jewelry. The Society badge may be manufactured only by a reputable jewelry firm officially authorized by the Board. Use of the badge on any other jewelry items without expressed written Board approval is prohibited.
ARTICLE XI - Corporate Sponsorship
Section 11.1. For an annual contribution of one thousand dollars ($1,000) a corporation or other interested organization may become a "Corporate Sponsor" of the Society. Each sponsor shall receive two (2) individual "corporate memberships" in the Society to be filled by individuals designated by the sponsor, and entitled to receive all benefits of regular membership (though not considered in an individual member status defined in Article III, Section 4.3, Personal Membership), except holding office. Corporate Sponsors shall be entitled to special display of their sponsorship in NSMS publications and on display booths promoting the Society.
Article XII - Amendments
Section 12.1 Amendments. These bylaws may be amended only by the Board. Any Society member or group of members may submit a proposed amendment to the Board. A two-thirds (2/3) affirmative vote of the Board members present at a called meeting of the Board at which a quorum is present, or two-thirds (2/3) of all Board members if conducted by mail ballot, shall be required to adopt a proposed change in bylaws.
[These bylaws were initially approved by the Governing Board of the National Safety Management Society, effective December 1, 1985, with subsequent amendments by official action of the Governing Board on January 9, 1993, January 20, 1995, April 28, 1995, January 10, 1997, September, 1998, and August 4, 2000.]