AFS Birmingham By-Laws

Article I – Name and Objects

Section 1.  This not for profit organization shall be known as the Birmingham
 District Chapter of the American Foundry Society.

Section 2.  The objects of the Chapter shall be those of the American Foundry 
Society, namely, exclusively to advance through research and education the arts 
and sciences relating to the manufacture and utilization of metal castings.

Section 3.  No part of the income or property of this Chapter shall inure to the 
benefit of any individual, and in the event of dissolution of this Chapter, all assets 
thereof shall become the property of such not-for-profit organization as the Board 
of Directors of the Chapter shall determine and best carry out the stated objects of 
the Chapter.

Article II – Territory

Section 1.  The approved territory of this Chapter shall be as registered at the 
Central Office of the Society.

Article III – Membership Qualifications

Section 1.  American Foundry Society members of all classes residing in the 
approved territory of this Chapter shall be eligible for membership therein.

Section 2.  All applicants for membership in the Birmingham District Chapter must 
secure the recommendation of a member in good standing of the Birmingham 
District Chapter.

Section 3.  All applicants for membership in the Birmingham District Chapter must 
be approved by the Membership Committee.



Article IV – Membership Privileges

Section 1.  Members of the Birmingham District Chapter shall have privileges as 
prescribed in the By-Laws of the American Foundry Society.

Section 2.  All members in good standing of the Birmingham District Chapter shall 
have the right to hold office in the Chapter and to vote on all questions submitted 
to the membership.

Section 3.  Members of the Birmingham District Chapter may invite non-members 
to attend meetings and activities which are not restricted to “members only”.  Non-
members may not otherwise attend.

Article V – Dues

Section 1.  Annual dues for membership shall be as provided in the By-Laws and 
regulations of the American Foundry Society.

Section 2.  All membership dues shall be paid to the order of the American 
Foundry Society, and shall become payable when invoiced in accordance with 
Society regulations at the time of the annual renewal date assigned this Chapter.

Article VI – Financing

Section 1.  In addition to the dues refund as provided for in the By-Laws of the 
Society, the Board of Directors of the Chapter may and shall, when it is deemed 
necessary, make provision for raising additional funds.  They may also receive 
contributions or bequests, and they shall have entire control of all fund thus raised 
or received.

Section 2.  It is further understood that the Board of Directors shall have the 
authority to raise and dispense funds for Special Purposes.  It shall be understood, 
however, that contributions to any Special Fund shall be voluntary and that failure 
to contribute shall not deprive any member of Society or Chapter privileges.



Article VII – Officers and Directors

Section 1.  Officers of the Chapter shall consist of a Chairman, one or more Vice 
Chairmen, a Secretary, and a Treasurer, each elected annually from and by the 
membership for a term of one year.  The offices of Secretary and Treasurer may 
be combined at the discretion of the Board of Directors.

Section 2.  The Board of Directors of the Chapter shall consist of the officers, 
immediate past Chairman, and nine other members of the Chapter elected as 
Directors.

Section 3.  All Directors shall be elected for terms of three years, except for the 
immediate past-Chairman who shall serve as a Director for one year immediately 
following his term as Chairman.

The rotation of Directors having three-year tenures in office shall be to the end 
that three vacancies to be filled by election shall occur on the Board annually.


Article VIII – Filling Vacancies

Section 1.  In the event a vacancy occurs in the office of Chairman between 
Annual Business Meetings the Vice-Chairman shall become Chairman.

Section 2.  In the event a vacancy occurs on the Board of Directors, or in any 
office other than that of Chairman, the Board of Directors shall elect a successor 
to serve until the next regular Chapter election.

Section 3. Any Director who fails to attend two consecutive Directors’ meetings, 
without notice, shall be replaced by the Board of Directors for the remainder of his 
term.

An absence shall be considered excused when the Director gives prior notice to 
any officer of the Chapter and appoints a committee Chairman to vote for him by 
proxy.



Article IX – Duties of Officers

Section 1.  Chairman:  The Chairman shall preside at all meetings of the Board of 
Directors and at all regular and special meetings of the Chapter when the 
proceedings are of a business nature.  He shall, on the recommendation of the 
Board of Directors, appoint standing and special committees and their Chairmen.  
He shall submit, at the Annual Business Meeting, a report reviewing activities of 
the Chapter and recommending future activities, with a report prepared by the 
Treasurer showing receipts and disbursements for the year.  A copy of this report 
shall be forwarded to the office of the American Foundry Society.

Section 2.  First Vice-Chairman: The First Vice-Chairman shall fulfill the duties of 
the Chairman when the latter for any reason is unable to act in his capacity as 
Chapter Chairman.  The First Vice-Chairman will be Program Chairman and 
responsible for the newsletter and other duties as assigned by the Board of 
Directors.

Section 3.  Second Vice-Chairman:  The Second Vice-Chairman shall be 
responsible for the annual outing and Chairman of Financial Committee and any 
other duties as assigned by the Board of Directors.

Section 4.  Secretary:  The Secretary shall be the custodian of the permanent 
records of the Chapter, prepare the minutes of all Board meetings, all regular 
meetings and all special meetings of the Chapter. 

The Secretary shall carry on the Chapter’s correspondence and pass on to the 
Chairman for attention of the board or membership, all official notices of the 
Chapter.  He shall perform such other duties as shall be delegated to him by the 
Board of Directors.

Section 5.  Treasurer:  The Treasurer’s job is to handle all banking operations, to 
see that the necessary bank signatures are on file and to report to the Board on 
Chapter finances regularly and on request.

The Treasurer shall be bonded by the Chapter upon taking office and shall have 
charge of all funds of the Chapter and shall disburse such funds only as 
determined by the Board of Directors.  He shall keep the accounts in books 
belonging to the Chapter, which, at all times shall be open to inspection by the 
Board of Directors.

He shall supply the Chairman of the Chapter with a report of receipts and 
disbursements for the year for presentation at the annual Business meeting.


Article X – Board of Directors

Section 1.  The control of the Chapter shall be vested in the Board of Directors, 
who shall approve all expenditures and manage the affairs of the Chapter as may 
best promote the interests of the membership in accordance with the fundamental 
objects of the Society.

Section 2.  The financial books of the Chapter shall be audited annually at the 
close of each fiscal year, in such manner as may be prescribed by the Board of 
Directors.  The fiscal year of the Chapter shall begin June 1 and end May 31.

Article XI – Meetings of the Board of Directors

Section 1.  The Board of Directors shall meet at the call of the Chairman or of any 
three members of the Board, at a time and place designated by the Chairman.  A 
majority of the Board shall constitute a quorum.

Section 2. The Board of Directors shall meet a minimum of five (5) times per fiscal 
year.

Article XII – Meetings of the Chapter

Section 1.  Regular meetings of the Chapter shall be held each month from 
September to May, inclusive, at a time and place designated by the Board of 
Directors.  The Board may, however, at its discretion, exclude the month of 
December in the regular meeting schedule.  The Board may also, when in the best 
interest of the Chapter, substitute August for September as a regular meeting 
month.  Members shall receive at least seven days notice, in writing, of any 
regular or special meeting of the Chapter.  The Southeastern Regional Conference 
shall be considered a Monthly Meeting.

Section 2.  The Annual Business Meeting of the Chapter shall be the last regular 
meeting proceeding June 1. 


Article XIII – Budget

Section 1.  The Board of Directors shall prepare an annual budget of expenses 
which shall not exceed the expected income of the Chapter.

Article XIV – Committee

Section 1.  Standing and Special Committees, or their Chairmen, shall be 
appointed annually by the Chapter Chairman, subject to approval by the Board of 
Directors.  Such committees shall include:  Program, Membership, Education, 
Finance, Publicity, Arrangements, Entertainment, Attendance, Ticket Sales and 
others as needed.

Section 2.  The Membership Committee shall consist of three members, and one of 
these shall be designated as Chairman.  These three, acting in concern, shall 
exercise sole discretion in the approval or disapproval of all applications for 
membership in the Birmingham District Chapter.  The Chairman of the 
Membership Committee is the only person authorized to sign approved 
applications.  The membership committee is responsible for keeping an updated 
roster.

Others may be appointed by the Membership Chairman to serve on this 
Committee to assist in the recruiting of applicants for membership, but they shall 
not be empowered to approve applications.

Article XV – Nominations and Elections

Section 1.  A Nominating Committee of five Chapter members, appointed by the 
Board of Directors at least ninety (90) days prior to the Annual Business Meeting, 
shall meet and present to the membership, at the April meeting, the names of 
candidates for the offices of Chairman, Vice-Chairman, Secretary, Treasurer, and 
three Directors, for terms of office as provided for in Article VII.

Section 2.  Additional nominations may be made in writing, in the form of a petition 
signed by at least 15 members in good standing, and delivered to the Secretary at 
any time 15 days prior to the Annual Business Meeting.

Section 3.  If more than one name is to be voted upon for any office, the balloting 
for such office shall be by secret ballot.  Should no other candidates for office be 
nominated in the manner provided for in Section 2 of this Article, nominations shall 
be declared closed, and the Secretary shall, at the Annual Business Meeting, cast 
the unanimous ballot of all members for the election of the candidates named in 
the report of the Nominating Committee.

Section 4.  The election of Officers and Directors shall be at the Annual Business 
meeting.  They shall assume the duties of their offices immediately following 
adjournment of the Annual Business Meeting and shall serve until their successors 
are chosen and qualified.

Article XVI – Amendments

Section 1.  These By-Laws may be amended only by a majority vote of the 
membership present at a regular or special meeting, provided notice of vote on 
such amendment shall have been given to the membership at a previous regular 
or special meeting, and the full text of the proposed amendment included in the 
printed notice thereof.

Article XVII – Limitations

Section 1.  These By-Laws, amendments thereto and official actions of the Chapter 
shall not conflict with any provisions governing Chapters in the By-Laws of the 
American Foundry Society.

Section 2.  No action or obligation of the Chapter shall be considered an action or 
obligation of the American Foundry Society, until approved or accepted by the 
Society’s Board of Directors.


Article XVIII – Impeachment

Section 1.  Any officer or Director, failing, for any reason to fulfill his prescribed 
duties may be removed from office by a three-fourth vote of the Board of 
Directors.


Article XIX – Parliamentary Rules

Section 1.  Robert’s Parliamentary Rules of Order shall be recognized as authority 
by this Chapter and shall govern the deliberations in all cases not covered by 
these By-Laws.

Article XX – Amended By Laws

Section 1.  The By Laws were amended by majority vote at a meeting conforming 
to the conditions set forth in Article XVI, Section 1 November 8, 1999.

Article XI -  Long Range Planning Committee

Section 1.  Long Range Planning Committee:  The Committee will consist of – First 
Vice Chairman, Second Vice Chairman, three (3) rotating members, each having 
three (3) year terms which will be staggered.  The Chapter Chairman will appoint 
one each year to serve for three (3) years.