.pl 500 .ceCONSTITUTION .ceof the .ceFEDERATION ON COMPUTING IN THE UNITED STATES ARTICLE I. Name and Purposes Section 1.1 Name The name of the organization is the Federation on Computing in the United States (hereinafter referred to as "FOCUS"). Section 1.2 Purposes FOCUS is an unincorporated joint committee of the IEEE Computer Society (IEEE-CS) and the Association for Computing Machinery (ACM) formed to represent the United States in the International Federation for Information Processing (IFIP). FOCUS shall facilitate and enhance cooperation among its member societies to speak with a single voice for the welfare and effectiveness of computing in the United States. The activities of FOCUS shall be limited to public benefit, single-voice circumstances. FOCUS shall engage in no activities which compete with the activities of ACM and IEEE-CS. ARTICLE II. Structure FOCUS shall consist of a Technical Assembly of member societies and a Board of Directors. ARTICLE III. Technical Assembly Section 3.1 Purpose The Technical Assembly shall serve as a forum for member societies to exchange views about U.S. and IFIP computing activities, and shall make such recommendations as it deems appropriate, and as required below, to the Board of Directors. In addition, the Technical Assembly may, from time to time, take positions on issues important to the U.S. computing community. Positions may be adopted by a two-thirds majority of members present, assuming a quorum. Position statements are positions of the FOCUS Technical Assembly, not positions of individual member societies. Section 3.2 Membership Societies shall be accepted for membership if a majority of all members of the Board of Directors approves a petition for that purpose. Each member society shall have one representative on the Technical Assembly; the terms and method of appointment and replacement of that representative are to be determined by the member society. Representatives shall represent the position of their societies in matters before the Technical Assembly. Section 3.3 Meetings The Technical Assembly shall hold at least one (1) meeting annually. Additional meetings shall be held when requested by a majority of the Board of Directors, or a majority of the Technical Assembly. Technical Assembly meetings shall be governed by Robert Rules of Order, except when such rules are inconsistent with provisions otherwise provided herein or in polices and procedures developed in accordance with Article XII below. Section 3.4 Expenses Representatives to the Technical Assembly, or their corresponding member societies, shall pay all expenses to attend meetings of, and otherwise participate in the work of, the Technical Assembly. ARTICLE IV. Board of Directors Section 4.1 Board of Directors Authority The Board of Directors shall be the sole governing body of FOCUS. The Board of Directors shall approve all expenditures made from the proceeds of dues or other funds assigned to FOCUS. Section 4.2 Number, Selection and Tenure The Board shall consist of five (5) directors. ACM and IEEE-CS shall each appoint two directors. The fifth director shall be appointed in alternating years by ACM and IEEE-CS, with IEEE-CS appointing the fifth director in even numbered years and ACM appointing the fifth director in odd numbered years. A director may serve for any number of one-year terms, consecutive or otherwise. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by the member society which first appointed the director. Section 4.3 Meetings, Attendance, and Voting The Board of Directors shall hold at least one (1) meeting annually. Meetings shall be conducted according to Robert Rules of Order, except when such rules are inconsistent with provisions otherwise provided herein or in polices and procedures developed in accordance with Article XII, below. Meetings will normally be held at the headquarters' facilities of either ACM or IEEE-CS, or in conjunction with ACM and IEEE-CS technical meetings at which the ACM Council and/or the Board of Governors of IEEE-CS meet, or in conjunction with a meeting of the Technical Assembly. Proxies, including substitute attendees with proxy, will be allowed. It is expected that much of the business of the Board will be conducted by electronic mail, mail, or conference call. Section 4.4;Expenses All expenses of members of the Board of Directors pursuant to their conduct of the work of the board, including the expenses of members who are elected as officers, will be covered by the individual members or their sponsoring member society. However, every effort shall be made to minimize these expenses, including utilizing electronic mail and other suitable technology as much as possible to reduce meeting and other costs. ARTICLE V. Member Societies Section 5.1 Member Societies Member societies must have at least 3,000 U.S. members and be dedicated to the purposes of FOCUS. Section 5.2 Annual Certificate Member societies shall file an annual certificate by December 31 with the Board of Directors certifying that they continue to meet the minimum membership requirements, and naming their representative to the Technical Assembly for the following year. Section 5.3 Secession and Expulsion Any member society may secede from membership at any time, upon written notice to the Board of Directors. Member societies in default, whether for non-payment of dues or failure to file the membership certificate, shall be expelled from membership 30 days following notification by the chair of the Board of Directors of the reason for their default. Expelled member societies who remove all default conditions may petition the Board of Directors to reinstate their membership at the beginning of the next FOCUS fiscal year. ARTICLE VI. Officers Section 6.1 Officers and Election The officers of FOCUS shall be a chair, secretary and such other officers as the Board of Directors may designate. The chair of the Board of Directors shall also serve as the chair of the Technical Assembly and shall vote on the Technical Assembly in the case of a tie. Section 6.2 Election of Officers Terms of Office The Board of Directors shall elect its own chair by secret ballot. The Board of Directors shall also elect the organization's secretary and other officers it may designate. All officers are to be elected from the membership of the Board of Directors. Terms of office shall be for one-year. An officer may serve a maximum of three consecutive one-year terms in any one office. Section 6.3 Removal An officer may be removed by a majority vote of all members of the Board of Directors, with the consent of the ACM and IEEE-CS executive committees, whenever the best interests of FOCUS shall be served thereby. ARTICLE VII. Representatives to IFIP Section 7.1 U.S. Delegate The Board of Directors shall annually elect a United States delegate to IFIP. The delegate may be, but is not required to be, a member of the Board of Directors. If not a franchised member of the board, the delegate shall serve as an ex officio member of the Board of Directors, without vote. The U.S. delegate shall serve at the pleasure of the Board of Directors and may be removed by a majority vote of all members of the board whenever, in the judgment of the board, such action is in the best interests of FOCUS. Section 7.2 TC Representatives IFIP Technical Committee (TC) representatives will be recommended to the cognizant IFIP Trustee by the Technical Assembly. The Technical Assembly shall make its recommendations after consideration of all candidates nominated by the member societies. FOCUS will not be the primary source of travel or other support for IFIP TC representatives. Therefore, in recommending a TC representative, it is important for the member society to ensure that their nominee has financial support from his or her employer, the sponsoring member society, and/or other sources. ARTICLE VIII. Staff Support Section 8.1 Staff FOCUS shall have no paid staff. ACM and IEEE-CS shall support the activities of FOCUS and its Board of Directors in its staff requirements through their respective headquarters operations. Member societies shall support the activities of the Technical Assembly. Section 8.2 Secretariat In order to provide a unchanging address to the world information processing community, the IEEE-CS will provide a secretariat service for FOCUS, and its headquarters address, telephone, and FAX number may be listed for FOCUS contacts. No charge will be made to FOCUS for this service other than documented pass-through charges such as telephone calls and FAX communications. ARTICLE IX. Finances Section 9.1 Fiscal Year The fiscal year of FOCUS shall by January 1 to December 31. Section 9.2 Dues for Member Societies The Board of Directors shall, upon a recommendation from the Technical Assembly, set dues to be paid equally by member societies in an amount necessary to cover the operating costs of the Technical Assembly. Section 9.3 Assessments to ACM and IEEE-CS ACM and IEEE-CS shall support the expenses of FOCUS through annual assessments equal to the net operating cost of FOCUS over and above those expenses covered by dues assessed member societies. The amount of the annual assessments will be set by the Board of Directors, subject to the approval of the Executive Committees of the IEEE-CS and the ACM. ACM and IEEE-CS will establish a common framework for measuring costs and contributions from each society. Only those costs directly related to meetings and activities initiated by the Board of Directors, as well as IFIP dues and the travel and related expenses of the FOCUS-elected U.S. representative to IFIP, shall be considered general operating costs of FOCUS to be shared by and paid through assessments to ACM and IEEE-CS. All costs associated with conducting meetings and other activities initiated by the Technical Assembly shall be considered operating costs of the Technical Assembly, to be paid by dues assessed to member societies. Section 9.4 Budget Prior to the start of each fiscal year, the Board of Directors shall develop and approve a budget. Section 9.5 Deposits and Accounts Normally, FOCUS shall not accumulate cash or other assets, and it is anticipated that most operating costs will be covered by either ACM or IEEE-CS, who will then seek reimbursement for half the cost from the other, or from member society dues assessments. While not anticipated, should an operating checking account be necessary, it should be established as a separate account in the name of the secretariat, with both the ACM and IEEE-CS executive directors having signature authority on the account. Funds accumulated in excess of one year's activity shall be immediately disbursed to ACM and IEEE-CS in equal amounts, or to the member societies, according to the source of the funds. Section 9.6 Limitation on Liabilities FOCUS shall incur no liability greater than one-quarter of its estimated annual expenses without the affirmative vote of both the Executive Committee of the ACM and the Executive Committee of the IEEE-CS. Section 9.7 Assets Should FOCUS acquire any assets, all such assets shall be jointly owned by the ACM and the IEEE-CS, including goodwill, copyrights and other intellectual property such as trademarks and trade secrets of FOCUS and any inventories or other properties, or cash, as may from time to time be obtained. In the event of dissolution of FOCUS, any remaining assets shall be distributed equally to ACM and IEEE-CS in a manner to be determined by resolution of the FOCUS Board of Directors. ARTICLE X. Reports Section 10.1 Annual Report The chair of the FOCUS Board of Directors shall submit an annual report describing its programs, activities and accomplishments to the Council of the ACM and the Board of Governors of the IEEE-CS. This report, describing the activities of the prior calendar year, shall be due on March 1 of each year. Section 10.2 Financial Report Financial reports shall be provided at least annually to the executive directors of ACM and IEEE-CS by the chair of the Board of Directors. This report, describing the activities of the prior calendar year, shall be due on March 1 of each year. Section 10.3 Other Reports The chair of the Board of Directors shall provide to the chief executive officers of the member societies, minutes of the meetings of the Board of Directors and Technical Assembly and such other reports as may be necessary. In addition, it shall be the responsibility of the FOCUS-elected U.S. representative to IFIP to report in writing to the Board of Directors within 45 days of each IFIP Technical Assembly and IFIP Council meeting. ARTICLE XI. Amendments This Constitution may be amended by a majority vote of all members of the Board of Directors in office, with the consent of the Executive Committee of ACM and the Executive Committee of the IEEE-CS. ARTICLE XII. Policies and Procedures This Constitution may be amplified by Policies and Procedures, developed and approved by the Board of Directors, with the consent of Executive Committee of the ACM and the Executive Committee of the IEEE-CS.