BY-LAWS
National Organization of Test, Research and Training Reactors, Inc.
As Amended – September 18, 2007
ARTICLE I. MEMBERS
Section 1. Membership. Any individual may solicit to become a Member of the
Corporation upon request to the President of the Corporation. The Secretary of the
Corporation, in conjunction with the President of the Corporation, shall maintain a list of
the Members of the Corporation.
Section 2. Withdrawal. Any Member may withdraw as a Member of the Corporation at
any time by giving notice to the President of the Corporation. In addition, if an individual
fails to attend five (5) or more consecutive annual meetings of Members, the President
(or his designee) shall have the right to remove such individual as a Member of the
Corporation.
Section 3. Annual Meeting. There shall be an annual meeting of Members for the election
of Directors and for the transaction of such other business as may properly come before
the meeting. Each such annual meeting shall be held on such date and at such location as
the Board of Directors shall determine.
Section 4. Special Meetings. In addition to the annual meeting of Members, special
meetings of the Members shall be held upon the call of the Board of Directors or of a
majority of the Members of the Corporation. Each such special meeting shall be held on
such date and at such location as shall be determined by the Directors or Members (as the
case may be) calling the meeting.
Section 5. Notice of Meetings. Notice of the time and place of each annual meeting, and
of the time, place and purpose of each special meeting, shall be given to each Member by
the Secretary of the Corporation, not less than ten (10) nor more than one hundred eighty
(180) days before such meeting. The giving of notice shall be deemed to have been
waived by any Member who (a) signs a waiver of the notice either before, at or after such
meeting, or (b) is present at the meeting (unless such Member’s presence at the meeting is
for the purpose of protesting the lack of proper notice).
Section 6. Quorum; Adjournments of Meetings. At all meetings of the Members, at least
fifteen (15) Members who have registered to attend such meeting shall constitute a
quorum for the transaction of business. In the absence of a quorum, a majority of the
Members present at a meeting may adjourn the meeting from time to time until a quorum
is obtained. At any such adjourned meeting at which a quorum is present, any business
may be transacted which could have been transacted at the meeting as originally called.
Section 7. Voting. Each Member shall have one (1) vote on all matters to be voted upon
by the Members of the Corporation. Except as set forth in these By-Laws, any action
which is approved by a majority of the votes entitled to be cast at a meeting of the
Members at which a quorum is present shall be the action of the Members.
ARTICLE II. BOARD OF DIRECTORS
Section 1. Powers and Duties. The Board of Directors of the Corporation shall consist of
a President, a Secretary and a Treasurer. Except as otherwise provided in the Articles of
Incorporation of the Corporation or in these By-Laws, the affairs and property of the
Corporation shall be managed and controlled by the Board of Directors, and all powers of
the Corporation shall be exercised by or under the authority of the Board of Directors.
Section 2. Number of Directors; Election and Term of Office. The Corporation shall have
three (3) Directors, which number may be increased or decreased upon the vote of a
majority of the entire Board of Directors; provided, however, that (a) the number of
Directors shall never be less than the minimum number required by applicable law, and
(b) no decrease in the number of Directors shall affect the tenure of office of any
Director. Each Director shall hold office for a term of one (1) year and until his or her
successor shall be elected and qualified, or until his or her earlier resignation, incapacity,
death or removal. The original Directors of the Corporation are named in the Articles of
Incorporation of the Corporation. Except as set forth in these By-Laws, subsequent
Directors shall be elected by the Members of the Corporation at the annual meeting of
Members.
Section 3. Resignation. Any Director may resign as a Director of the Corporation at any
time by giving written notice to the President of the Corporation.
Section 4. Removal. Any Director of the Corporation may be removed at any time, with
or without cause, upon the vote of a majority of the votes entitled to be cast at a meeting
of the Members at which a quorum is present.
Section 5. Vacancies. Any vacancy in the Board of Directors arising at any time and from
any cause, including, but not limited to, any increase in the number of Directors, may be
filled at any meeting of the Board of Directors by a majority vote of the Directors then in
office. Any Director who has been so elected to fill such a vacancy shall hold office until
the next election of Directors and until his or her successor shall be elected and qualified.
Section 6. Annual Meeting. There shall be an annual meeting of the Board of Directors
for the election of officers of the Corporation and for the transaction of such other
business as may properly come before the meeting. Each such annual meeting shall be
held on such date and at such location as the Board of Directors shall determine.
Section 7. Special Meetings. In addition to the annual meeting of the Board of Directors,
special meetings of the Board of Directors shall be held upon the call of a majority of the
Directors. Each such special meeting shall be held on such date and at such location as
shall be determined by the Directors calling the meeting.
Section 8. Notice of Meetings. Notice of the time and place of each annual meeting, and
of the time, place and purpose of each special meeting, shall be given to each Director by
the Secretary of the Corporation, not less than ten (10) nor more than one hundred eighty
(180) days before such meeting. The giving of notice shall be deemed to have been
waived by any Director who (a) signs a waiver of the notice either before, at or after such
meeting, or (b) is present at the meeting (unless such Director’s presence at the meeting is
for the purpose of protesting the lack of proper notice).
Section 9. Quorum; Adjournments of Meetings; Action by Directors. At all meetings of
the Board of Directors, a majority of the Directors shall constitute a quorum for the
transaction of business. In the absence of a quorum, a majority of the Directors present at
a meeting may adjourn the meeting from time to time until a quorum is obtained. At any
such adjourned meeting at which a quorum is present, any business may be transacted
which could have been transacted at the meeting as originally called. Except as set forth
in these By-Laws, the action of a majority of the Directors present at a meeting at which a
quorum is present shall be the action of the Board of Directors.
Section 10. Participation by Telephone. Any one or more members of the Board of
Directors may participate in a meeting of the Board of Directors by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation by such
means shall constitute presence in person at a meeting.
Section 11. Informal Action by Directors. Any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting, if a written
consent to such action is signed by all of the Directors and such written consent is filed
with the minutes of the proceedings of the Board of Directors.
ARTICLE III. OFFICERS
Section 1. Officers. The officers of the Corporation shall consist of a President, a
President-Elect, a Secretary and a Treasurer. The President may also be known as the
Chairman. In addition, the Board of Directors may appoint such other officers as the
Board of Directors shall from time to time deem advisable.
Section 2. Election and Term of Office. The officers of the Corporation shall be elected at
the annual meeting of the Board of Directors from among their number. Officers shall
hold office for a term of one (1) year or until their successors shall be elected and
qualified; provided, however, that notwithstanding the foregoing, the Treasurer of the
Corporation shall hold office for a term of four (4) years or until his successor shall be
elected and qualified. The President-Elect shall assume the duties of President for one (1)
year immediately following their term of service as President-Elect.
Section 3. Removal. Any officer of the Corporation may be removed at any time, with or
without cause, upon the vote of a majority of the Directors of the Corporation.
Section 4. Vacancies. Any vacancy in any office may be filled by the Board of Directors.
Any officer who has been elected to fill such a vacancy shall hold office until the next
election of officers and until his or her successor shall be elected and qualified.
Section 5. Duties of President. The President shall be the chief operating officer of the
Corporation, shall have the authority to execute, in the name of the Corporation, all dulyauthorized
contracts, agreements and other instruments, and shall perform such other
functions as set forth in these By-Laws. The President shall have such other powers and
duties as may be assigned to him or her from time to time by the Board of Directors.
Section 6. Duties of Other Officers. All other officers of the Corporation shall have such
authority and shall perform such duties as is customary for their respective position and
as may be assigned from time to time by the Board of Directors.
ARTICLE IV. EXECUTIVE COMMITTEE
The Corporation shall have an Executive Committee comprised of the President, the
immediate Past President, the President Elect, the Secretary, the Treasurer and one or
more other individuals selected by the President from among the Members of the
Corporation. Prior to each annual meeting of Members, the Executive Committee shall
nominate a slate of Directors, which slate shall be submitted to the Members for a vote at
such annual meeting. In addition, at the request of the Board of Directors, the Executive
Committee shall provide assistance to the Directors in performing their functions
hereunder. At any meeting of the Executive Committee, a majority of the total number of
members of the Executive Committee shall constitute a quorum for the transaction of
business. The action of a majority of the members of the Executive Committee present at
a meeting at which a quorum is present shall be the action of the Executive Committee.
ARTICLE V. BANK ACCOUNTS AND CHECKS
Section 1. Bank Accounts. The Treasurer is authorized to select banks and other
depositories for funds of the Corporation.
Section 2. Checks. The Board of Directors shall
determine who, if anyone, in addition to the President and Treasurer of the Corporation,
shall be authorized from time to time to sign checks, drafts and other orders for the
payment of money on behalf of the Corporation.
ARTICLE VI. COMPENSATION.
No Director or officer of the Corporation shall receive, directly or indirectly, any salary
or other compensation for services to the Corporation in such capacity.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Corporation shall end on the last day of December, or on such other
date as may be fixed from time to time by the Board of Directors.
ARTICLE VIII. NON-DISCRIMINATION
In all activities of the Corporation, there shall be no discrimination on the basis of age,
sex, race, creed, color, religion, nationality, place of origin or political affiliation.
ARTICLE IX. AMENDMENTS
These By-Laws may be modified or amended, in whole or in part, upon (a) the
affirmative vote of at least fifty-one percent (51%) of the Members of the Corporation
present at a meeting of the Members at which a quorum is present, or (b) the affirmative vote of at least fifty-one percent (51%) of all of the Directors of the Corporation.