Bylaws Revision summary C 11092016

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ISM-Dallas, Inc. BYLAWS REVISION SUMMARY C 11092016 Page # 0

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Area Cover

Original Bylaws Content From 4/8/2010 Old blue & red logo

ISM-Dallas, Inc. Sub-Committee Updates New blue and white logo

Named original and revised by info Date

Names revision committee

Comments from ISM International Staff Corrected logo and added ™ & ® symbols Ok

Revised and approved on ______

Ok

Clarification of National and ISM Dallas BOD Simplified wording and eliminated phrases purchasing and materials management. Revised (g) eliminated (i) and (j) Revised from (a) to (j) Clarify difference between ISM BOD and ISM-Dallas, Inc., BOD Eliminate references to NAPM Eliminate (c), (d), (e), and (f) as Eliminate as not currently relevant. Eliminate as not currently relevant.

Corrected logo

Clarified wording to include changes from 2011. Includes the word Current here and other places in the bylaws. Eliminated as no longer relevant. Revised to exclude research specialist, and change wording to reflect “supply management”. Eliminated as no longer relevant. No changes

Ok

Article Name and Location I Article Purposes II (g) (i) (j) Article Affiliation with ISM III Section 1 Section 2 Section 3

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Article Membership IV Section 1 – Regular Members

Section 2 – Dual Membership Section 3 - Dues free members (a) Academic (d) Honorary Members (e) Special Membership Extension

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Corrected logo and added ™ & ® symbols

Corrected logo and added ™ & ® symbols Ok Ok OK Ok

OK OK

Ok Revised to clarify and bring into synch with current practices

Committee Recommendation Accept and approve all changes Accept and approve all changes Accept and approve all changes Accept and approve all changes Accept and approve all changes

Accept and approve all changes

Accept and approve all changes

ISM-Dallas, Inc. BYLAWS REVISION SUMMARY C 11092016 Page Area Original Bylaws Content # From 4/8/2010 3 Article Membership (continued) IV Section 4 – Nonvoting Member Section 5 – Admission of Members Section 6 – Denial of Membership Section 7 – Expulsion of Members Section 8 – Reinstatement Section 9 – Resignation Section 10 – Transfer of Membership 3 Article Groups and Forums V Section 1 – Purposes and Organization

Section 2 – Regular Members Section 3 – Ben Newbery Club 3-4

Article Dues and Administrative Charges VI Section 1 – Amount Section 2 – Employer Discount

Section 3 – Payment

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Section 4 – Nonpayment of Dues Section 5 – Section of Dues Article Board of Directors VII Section 1 – Authority and Responsibility

ISM-Dallas, Inc. Sub-Committee Updates

Comments from ISM International Staff

Eliminated as no longer relevant. Eliminated as no longer relevant.

Ok Ok

Eliminated as no longer relevant. Eliminated as no longer relevant. Eliminated as no longer relevant. Eliminated as no longer relevant. Eliminated as no longer relevant.

Ok Ok Ok Ok Ok

Simplified the wording to eliminate confusion.

Added line ”These group and forums are separate from those maintained and supported by ISM.” Ok Recommend a change from “April” to “Annual” meeting.

Eliminated as no longer relevant. Reworded to emphasize the purpose. Changed from time to time to determined annually. Eliminated as the specifics should be addressed in the Operations Manual rather than Bylaws. Specify that the dues billing is handled by ISM. Now referenced as Section 2 Eliminated as no longer relevant. Eliminated as no longer relevant.

Agreed to “determined annually” and corrected logo. Ok

Accept and approve all changes

Accept and approve all changes

Corrected the logo and agreed to the wording changes. Ok Ok

Simplified wording for clarification. Ok

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Committee Recommendation Accept and approve all changes

Accept and approve all changes

ISM-Dallas, Inc. BYLAWS REVISION SUMMARY C 11092016 Page Area Original Bylaws Content # From 4/8/2010 4 Article Board of Directors (continued) VII Section 2 – Membership

Section 3 – Election

Section 5 - Vacancies Section 6 – Meetings Section 8 – Electronic Board Action Section 9 – Quorum and Voting

n/a

(Prior) Article VIII

Section 10 – Executive Committee Officers [duties of]

ISM-Dallas, Inc. Sub-Committee Updates

Comments from ISM International Staff

Simplified wording to specify the Board is the combined group of elected and appointed members. Recommend one of the appointed members should be a member of the Ben Newbery Club. Changed reference from Executive Directors to Executive Board and specified April annual meeting. Title clarification Title clarification Title clarification

Corrected the logo

Title clarification Added paragraph 2 that covers who is entitled to vote, and that members should be notified 7 days prior to the vote. Stated that the vote is authorized by a simple majority of the votes cast. Voting may be conducted by the means determined by the BOD including verbal, ballot, or electronic means. Title clarification Deleted this section as duties have been moved to the Operations Manual

Corrected the logo Corrected the logo

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Committee Recommendation Accept and approve all changes

Recommend eliminate “April” and suggest changing reference to “annual”. Corrected the logo Corrected the logo Corrected the logo

No comments

Accept and approve all changes

ISM-Dallas, Inc. BYLAWS REVISION SUMMARY C 11092016 Page Area Original Bylaws Content # From 4/8/2010 5 Article Meetings of the Association VIII Members Section 1 – Annual Meeting

Section 2 – Special Meetings Section 3 - Quorum Section4 - Voting Section 5 – Action of Association Membership without a Meeting Section 6 - Order of Business Section 7 -Parliamentary Rules 5

Article Committees IX Section 1 – Standing Committees

Section 2 – Special Committees Section 3 – Nominating Committee

ISM-Dallas, Inc. Sub-Committee Updates

Comments from ISM International Staff

Changed “written notification” to “notice” recognizing the value and current use of electronic methods. Title clarification, Provide notice 14 days prior to meeting. Provide notice 14 days prior to meeting.

Recommend eliminate “April” and suggest changing reference to “annual”. Corrected the logo

Simplified wording Deleted as not a current process

Committee Recommendation Accept and approve all changes

Corrected the logo Ok Corrected the logo Ok Ok Corrected the logo

Deleted as not a current process No changes, just renumbered Eliminated as no longer a valid designation. Details moved to Operation Manual. Now Section 1 and simplified wording. Changed so that any five (5) members may nominate a member for election, outside of the nominating committee’s slate. Now Section 2 and simplified wording. The proposed slate of officers should be presented to the members 14 days prior to the annual meeting.

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Ok

Ok Ok

Accept and approve all changes

ISM-Dallas, Inc. BYLAWS REVISION SUMMARY C 11092016 Page Area # 6 Article X 6 Article XI 6-7 Article XII

Original Bylaws Content From 4/8/2010 Finances Section 2 - Appropriations Dissolution Indemnification Section 1 – Litigation Section 2 – Authorization Section 3 – Expenses Incurred Section 4 – Notice to Membership Section 5 – Insurance Section 6 – Personal Liability

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Article Amendments XIII

ISM-Dallas, Inc. Sub-Committee Updates

Comments from ISM International Staff

Committee Recommendation Accept

No changes No changes

Corrected the logo Corrected the logo

Accept

Shortened and simplified wording. Corrected punctuation. Simplified wording. Specified the section for clarification. Simplified wording Simplified wording (renumbered) Added as a budget item to reflect current practice. Clarified the specific “Acts or Omissions” with bullets Added a statement that Amendments can be proposed to the Regular members electronically at least 7 days prior to the vote. Voting may be conducted by any means determined appropriate by the BOD, including verbal, ballot, or using electronic means. If there is a timeframe for the electronic voting, it should be clearly specified.

Ok

Accept and approve all changes

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Corrected the logo Ok Ok OK Ok Ok

Accept