Section 1.1. Name. The name of this organization is the "Huntsville Association of Technical Societies" hereinafter referred to as "HATS".

Section 1.2. Seal. The seal shall bear the words "Huntsville Association of Technical Societies, HATS, INCORPORATED, 1969, ALABAMA" and may be engraved, lithographed, printed, stamped, impressed upon, or affixed to any contract, conveyance, or other instrument executed by or in the name of HATS by its duly constituted officers.

Section 1.3. Mission. HATS is a regional forum established to promote, facilitate, and communicate effective cooperation among member organizations for the pursuit of common goals.

Section 1.3.1. Purpose. The purpose of HATS is the coordination and promotion of the activities of its member organizations in relation to those matters of a professional, educational, and civic nature which best can be performed by cooperative action.

Section 1.3.2. Objectives. The objectives of HATS are both scientific and educational in nature and are directed towards the advancement of the theory and practice of the various facets of science, engineering, and other activities connected therewith. Means to these ends include conducting meetings for the reading and discussion of professional papers, the publication and circulation of scientific and engineering literary works, and any other activities necessary, suitable, and proper for the fulfillment of these objectives. The activities of HATS to achieve the Objectives are listed in the Bylaws.

Section 1.4. Tax Exempt Status. The organization is formed exclusively for the advancement of the science and engineering professions and their related activities. HATS is incorporated (June 17, 1969) as a non-profit corporation under the provisions of the Alabama Non-Profit Corporation Act as set out in Title 10, Section 203, et seq. of the 1940 Code of Alabama, as amended. HATS is designated a 501.c3 non-profit organization by the Federal Government.

Section 1.5. Territory. The territory shall be the City of Huntsville, North Alabama, South Central Tennessee, and surrounding areas.

Section 1.6. Liability Limits. HATS assumes no liability for any Member sponsored event or activity.

Section 1.7. Governing Documents. The governing documents shall be comprised of the Articles of Incorporation and the Constitution and its Bylaws. Bylaws referred to in the HATS Articles of Incorporation are specified herein to consist of two elements: (1) HATS Constitution containing broad general rules and regulations for administration of HATS affairs and (2) HATS Bylaws consisting of specific procedures and implementations for operating the HATS organization within the limits of the HATS Constitution. By this division, the HATS Bylaws become in essence Standing Rules.

Section 1.7.1 Articles of Incorporation. The rights, privileges, and responsibilities of HATS derived from the State are set out in the Articles of Incorporation and are further limited by the laws of the State of Alabama, the laws of the United States, and the laws of other legal entities under whose jurisdiction HATS or its operations function. The Articles of Incorporation derives its authority from the State of Alabama and applies to HATS as a whole.

Section 1.7.2. Constitution and Bylaws. This Constitution and Bylaws shall be the statement of the authority, responsibilities, and definition of the Board of Directors, hereinafter referred to as the Board, and the HATS Membership. This Constitution and its Bylaws shall be consistent with the Articles of Incorporation and the laws of the State of Alabama and of the United States. The Constitution and Bylaws derive their authority from the HATS Membership by virtue of the Articles of Incorporation. They apply to HATS as a whole.

Section 1.8. Gender Usage. The use of the masculine gender is intended to be interchangeable with the feminine gender where it occurs in this Constitution and its Bylaws.

Section 2.1. Bylaws. Bylaws shall be established as hereinafter set forth for governing the operations and administration of HATS. The term "Bylaws" as used in this Constitution refers only to HATS Bylaws.

Section 2.2. Bylaws Amendments. The Board at a regularly called meeting may make, amend, or revoke the Bylaws by a two-thirds majority vote of all Board members eligible to vote. Proposed Bylaw changes and the reasons therefore shall be mailed or transmitted to all members of the Board at least fifteen days before such meeting.

Section 3.1. Eligibility. HATS Members shall hereinafter be known as Members or collectively as the Membership. Any professional technical society or organization incorporated and active in the Territory and interested in the mission of HATS as set forth in ARTICLE I, Section 1.3 herein, shall be eligible for membership in accordance with the Constitution and Bylaws of HATS. Other type organizations, including non-incorporated organizations may become members by special approval of the HATS Membership. Designation of Member classes is given in Section 3.2. Manner of election or appointment, qualifications, rights and responsibilities of Members of each class shall be set forth in the Bylaws.

Section 3.2. Member Designations. HATS Members shall be designated as follows:

Section 3.2.1. Active Members. Active Members shall be recognized non-profit professional technical, scientific, and engineering organizations or societies, incorporated or active in the Territory. Representatives of Active Members shall have a vote at the HATS Membership meetings and in all HATS ballot votes. Individual members of HATS Members shall be eligible to serve in any position on the HATS Board of Directors, including Officers of HATS.

Section 3.2.2. Associate Members. Associate Member organizations shall be non-commercial firms, corporations, partnerships, organizations, companies, or entities which are interested in the objectives or activities of HATS and which, by Associate Membership in HATS, may contribute to and/or assist in fulfilling, or be helped by, the purpose for which HATS was formed. Associate Member representatives can neither vote nor be eligible to serve as Officers. They may serve, however, as Directors or on any HATS Committee or Subcommittee.

Section 3.2.3. Honorary Members. Honorary Members shall be persons or organizations which have made a direct and significant contribution in the fields of engineering and science. Honorary Members shall be nominated by the Board and elected by the HATS Membership. Honorary Members or representatives from Honorary Members organizations neither can vote nor be elected to a HATS office. They may serve, however, on any HATS Committee or Subcommittee as members or chairmen.

Section 3.2.4. Advisory Members. Advisory Members shall be educational institutions or governmental agencies which have a direct and significant contribution to make to the operation and objectives of HATS. Representatives from Advisory Members neither can vote nor be elected to a HATS office. They may serve, however, on any HATS Committee or Subcommittee.

Section 3.2.5. Corporate Members. Corporate Members shall be commercial organizations who support the mission and activities of HATS. Representatives of Corporate Members neither can vote nor be elected to a HATS office. However, they may serve on any HATS Committee or Subcommittee.

Section 3.3. Application for Membership. Any organization or society requesting membership in HATS shall submit a formal letter of application signed by its chief officer to the attention of the HATS Membership Directorate. Where applicable such application shall be accompanied by a copy of the group's Constitution and Bylaws. A formal membership form shall be completed and submitted to the HATS Board for evaluation and recommendation to the Membership. A simple majority of those Members qualified to vote and present at a meeting or approval by unanimous written consent of Members qualified to vote without a meeting thereof shall be required for admission of an organization into HATS.

Section 3.4. Suspension and Forfeiture of Membership. Suspension of membership shall be authorized for any or all of the reasons listed in the Bylaws. Forfeiture of membership shall be authorized for any or all of the reasons listed in Subsection 3.4.1 of this Constitution.

Section 3.4.1. Forfeiture for Cause. A Member whose purpose, activities, and functions are determined to no longer be in the best interest of HATS, or in accordance with the expressed limitations of membership under the Constitution, ARTICLE III, shall be liable to forfeiture of membership. The procedure for forfeiture is set forth in the following subsections.

Section 3.4.2. Charges. The Board or any Member may bring charges against another Member for membership forfeiture for cause. These charges must be made in writing and must be delivered to the Secretary of HATS. The Secretary shall furnish a copy of the charges to the Director for Membership and to the Member being charged for forfeiture. The Director for Membership shall investigate the charges and present a written report of findings to the Board for evaluation. If approved by the Board, the Member charged shall have sixty days from receipt of Board notification to provide a written answer to the charges.

Section 3.4.3. Board of Directors Review. The Board shall review the findings of the Director for Membership and the charged Member’s answer to the charges. Should the Board find that no cause for action exists, the charges shall be dismissed, and the charged Member shall be notified in writing of the actions. In this instance, the decision of the Board shall be final. However, should the Board find there is a cause for forfeiture, it shall instruct the Secretary to send a copy of the charges, the Director for Membership findings, the charged Member’s answer to the charges, and the Board’s recommendation to each Member qualified to vote with a request that its representative(s) be prepared to vote on the membership forfeiture at the next scheduled HATS Member meeting.

Section 3.4.4. Procedure to Expel. A vote for membership forfeiture shall be by secret ballot at the next scheduled HATS Member meeting. A finding for forfeiture shall require a two-thirds vote of Members qualified to vote. A vote for membership forfeiture shall result in the Secretary of HATS serving official notice of said forfeiture to the affected Member by certified letter. The effective date of forfeiture will be the date the notice is mailed. A vote not to forfeit shall result in the Secretary of HATS so notifying the affected Member and all other Members in writing, and the matter shall be closed.

Section 3.4.5 Re-Application for Membership. An organization that has forfeited membership for cause may reapply for membership in HATS as provided in ARTICLE III, Section 3.2 herein, but in no case shall re-application be considered before two years after the date of forfeiture.

Section 3.5. Withdrawal. Withdrawal from Membership may be made by a Member, by serving the Secretary of HATS by certified mail a notice signed by its chief officer of its intention to withdraw. Such withdrawal shall become effective immediately upon the receipt of said notice. Withdrawal waives all privileges and forfeiture of any remaining dues. Reinstatements of withdrawn Membership shall require re-application for Membership by procedures provided in ARTICLE III, Section 3.2 herein, and payment of all dues and fees in arrears at the time of withdrawal. Members that withdraw shall not be eligible for Membership re-application before two years after the date of withdrawal.

Section 4.1. Membership Management. Governance of HATS ultimately resides with the voting members whose rights and privileges are defined in this Constitution, the Bylaws, and the Articles of Incorporation. HATS management is delegated through the election of the Board of Directors and through the approval or disapproval of proposed Amendments to this Constitution.

Section 4.1.1. Board of Directors. The Board shall determine policy and overall direction of the affairs of HATS. The Board also shall be responsible for the achievement of the HATS purpose and objectives, overall operation of HATS, and implementation of HATS Members’ mandates. The voting Board members shall consist of four elected Officers and seven elected Directors. The non-voting Board members may include the Immediate Past President, Advisors, the Chairman of the TABES Support Committee, the Parliamentarian- Chairman of the Constitution Committee, and the Executive Coordinator. The President, or in his absence the Vice President, or in the absence of the Vice President a designated representative, shall preside at all meetings of the Board. The duties of the Board and its members are specified in the Bylaws. The Directors and Officers shall serve under the authority of and subject to the direction of the Board of Directors. Each member of the Board is answerable to the Board and serves at its pleasure.

Section 4.1.2. Executive Committee. The Executive Committee shall be responsible for the day-to-day operation of HATS. The Executive Committee consists of the Officers (i.e., President, Vice President, Secretary, and Treasurer), the non-voting Immediate Past President and Executive Coordinator. The duties of the Executive Committee members are specified in the Bylaws.

Section 4.2. Officers. The Officers of HATS shall consist of a President, a Vice-President, a Secretary, and a Treasurer, who shall be elected annually. To the extent possible, the Vice President so elected shall commit to a three year progression of Vice President – President Elect, President, and Immediate Past President. Terms of office are specified in ARTICLE V. The duties of Officers are given in the Bylaws. The Immediate Past President shall be an advisor primarily to the President and secondarily to the Vice President, Treasurer, and Secretary. The Board may assign other duties to the Immediate Past President.

Section 4.3. Directors. The Directors of HATS shall be responsible for oversight and guidance of respective activities as described in the Bylaws. There shall be seven elected Directors serving two-year staggered terms.

Section 4.4. Advisors. Advisors shall be active HATS Past Presidents and other persons who reside in the Territory and participate continuously in HATS sponsored activities. Their purpose is to advise the Board in performance of any HATS activities. Advisors shall be appointed by the President and approved by the Board. At the pleasure of the Board, Advisors shall serve for the duration of the President’s term of office.

Section 4.5. Removal from Office. Removal of Directors, Officers or other members of the Board, including the Immediate Past President, from office can occur under the circumstances described in the following sections.

Section 4.5.1. Detrimental Actions. Any HATS elected Director, Officer or other member of the Board whose actions or omissions are found to be detrimental to the mission and effectiveness of HATS may be removed from that office by the Board. The only penalty that may be imposed is removal from office of the individual unless the detrimental action is of a criminal nature, in which case appropriate legal action may be taken. In addition, the individual concerned shall be disqualified from holding any other position in the HATS organization for a period of two years. Removal from office shall be by a two-thirds vote of the Board following an opportunity for the individual to be heard. Procedures for this matter are found in the Bylaws. An individual removed by the Board may appeal this action to the membership which appeal shall be sustained by a two-thirds vote.

Section 4.5.2. Absence from Meetings. Any HATS elected or appointed Officer or Director who is absent from three consecutive duly called Board Meetings without prior notification or communication shall be terminated from the Board.

Section 4.6. Vacancies. A position on the Board shall be declared vacant due to death or resignation, the withdrawal from HATS of the individual’s Member, the withdrawal of the individual from all HATS Members, or by removal as described in Section 4.5 of the Constitution. A replacement to fill such a vacancy shall be made by Presidential appointment with a majority vote approval of the Board. Should the vacancy be that of the Presidency, the Vice President – President Elect becomes President. If the Vice President – President Elect is unable to become President, the Executive Committee, with the approval of the Board, shall appoint a replacement.

Section 5.1. Nominations.

Section 5.1.1. Nominating Committee. A Nominating Committee shall be designated by the Board in February. An individual shall chair the Nominating Committee who is a retiring member of the current board or a member of one of the HATS Member organizations and who is also active in HATS or in Member organization(s). The Chairman shall be elected by a simple majority of the Board no later than the end of the second week of February. The Chairman shall recruit the other members of this committee for approval by the Board no later than the end of the second week of March. The Nominating Committee shall consist of an odd number of members of at least five. One of the members shall be a member of the current Board and the remainder shall be retiring members of the current board or members of Member Societies. The majority of the members of the Nominating Committee shall be from Active Members with no two members from the same Member organization. Nominating Committee members shall be active in HATS, Member organizations, or in other non-profit organizations.

Section 5.1.2. Nominating Procedures. The Nominating Committee shall solicit recommended nominees for Officers and Directors from the Membership in February, March, and April during which time one or two recommended nominees will be expected in writing from each HATS Member to the Nominating Committee. The Nominating Committee shall consider the recommendations received from the Membership concerning eligibility, willingness to serve, experience, and backgrounds. A list of recommended candidates containing one or more names for each position to be filled shall be submitted to the HATS Board for approval no later than the end of the second week of April. The list of candidates for election approved by the HATS Board shall be announced as soon as approval is granted but no later than April 15.

Section 5.1.3. Write-In-Candidates. Write-in-candidates are not allowed because of the nominating process available to the Membership.

Section 5.1.4. Eligibility. Candidates for Director positions shall be members in good standing of Active or Associate Member organizations. Officers shall be members in good standing of Active Member organizations. Any Officer or Director who ends membership in his organizations shall be considered immediately terminated as a HATS officer or director and the positions shall be declared vacant. To preclude any Member from dominating the Board, no more than two members of the Board shall represent the same Member. Directors or Officers of HATS shall not also be Representatives of any organizations.

Section 5.2. Elections. Elections shall occur annually as described in the following subsections.

Section 5.2.1. Procedure. Each year, the voting Membership shall elect the Officers and Directors of HATS by means of a secret written ballot at the July Annual Meeting. Ballots shall be distributed no later than May 7. Ballots may be returned by mail or delivered to the HATS office no later than June 10, which date shall be stated on the ballot, or cast at the Annual Meeting. Candidates receiving the most votes shall be declared the winners. The Board shall determine winners in case of tied voting. Two tellers appointed by the Nominating Committee shall tally all votes. The Nominating Committee Chairman shall report the results of the election in writing to the Secretary who shall announce the results to the Membership at the Annual Meeting. Additional specifics on the election and disposition of the ballots after the election are described in the Bylaws. Elected Officers and Directors shall be installed at the Annual Meeting or at some other suitable meeting occurring no later than August 1.

Section 5.2.2. Tenure. Officers are elected for one-year terms. Directors shall be elected for two year staggered terms for the four elected in even numbered years and the three elected in odd numbered years, or until their successors are duly elected or appointed. Transition procedures are described in the Bylaws.

By virtue of the authority invested in them by the Membership, only the President, or the Treasurer if the President is not available, shall have the authority to contract for HATS or execute and deliver any instrument in the name of, and on behalf of, HATS. In addition, for any HATS sponsored event(s), the Membership may authorize the President, or the Treasurer if the President is not available, to sign a contract(s) specifically limited to the conduct of that sponsored event. Unless specifically authorized by the Membership, no other Officer, agent, or employee of HATS shall have power or authority to bind HATS by any contract or arrangement, or to pledge its credit, or render it liable peculiarly for any purpose or for any amount. The President or the Treasurer may sign checks and contracts up to five hundred dollars without the approval of the Board. All checks and contracts above this sum and all notes, mortgages, documents of indebtedness and other instruments must be approved by the Board of Directors.

Section 7.1. Membership Meetings. HATS Member meetings, including an Annual Meeting, shall be held at the call of the President or by a call of five Board members. Notices of Membership meetings of HATS shall be sent to those authorized to attend at least fourteen days before the meeting. Each notice shall contain a statement of the purposes for which the meeting is being called.

Section 7.2. Annual Meeting. The HATS Board shall hold an Annual Meeting of HATS Members between July 10 and August 1. The purpose of the Annual Meeting is to present the Membership with an account of the stewardship of the Board during its tenure in office and to install Officers and Directors for the coming year. The Annual Report shall include 1. President's report, 2. Financial Status report, 3. Director’s reports, and 4. Other business.

Section 7.3. Board of Directors Meetings. Board meetings shall be held at least quarterly at the call of the President or at least five Board members. Specifics for the call and conduct are given in the Bylaws. Board meetings, except those where the character and good names of individuals are to be discussed, are open for attendance by all HATS Member representatives.

Section 7.4. Executive Committee Meetings. Meetings of the Executive Committee shall be as specified in the Bylaws.

Section 7.5. Quorum. A duly constituted HATS Member meeting requires representatives, alternates, or signed proxies from twenty-five percent of the Membership qualified to vote to constitute a quorum. The requirements for a quorum for meetings of the Board of Directors and the Executive Committee are outlined in the Bylaws.

Section 7.6. Rules of Procedure. Robert's "Rules of Order" shall be the parliamentary standard used on all points not otherwise provided for by the Constitution and Bylaws. Unless in conflict with this Constitution, the rules of procedure may be suspended by a majority vote of those present and voting at any meeting. The HATS Parliamentarian shall interpret these rules and procedures at all meetings.