Bylaws

(Revision of 3 January 2012)

ARTICLE 1 -- Name

This organization shall be named the INFORMS Optimization Society, which herein will be abbreviated as "the OS", or as "the Society."

ARTICLE 2 -- Purposes

The purposes of the Society shall be to promote the development and application of optimization methods and software tools for the solution of problems in Operations Research/Management Science, and to encourage the exchange of information among practitioners and scholars in the optimization area.
The INFORMS Optimization Society succeeds the INFORMS Optimization Section. These bylaws shall be an amendment of the bylaws of the INFORMS Optimization Section.

ARTICLE 3 -- Membership

A member of INFORMS may become a Society member by paying the Society dues for INFORMS members. A person who is a not a member of INFORMS may become a Society member by paying the special fee for non-members of INFORMS. All members of the OS shall have equal rights and privileges, except that only members of INFORMS may hold elective positions, as specified in Article 6, Section 5.

ARTICLE 4 -- Officers

The officers of the Society shall consist of a Chair, a Chair-elect (in even years), the Most-Recent Past-Chair (in odd years), a Secretary/Treasurer and Vice Chairs representing various Sub-disciplines within optimization (as defined in Article 7).
The Chair shall be the chief administrative officer of the OS and shall be responsible for the development and execution of the Society's program. He/she shall (a) call and organize meetings of the OS, (b) appoint ad hoc committees as required, (c) appoint chairs and members of standing committees, (d) manage the affairs of the OS between meetings, and (e) preside at OS Council meetings and Society membership meetings.
The Secretary/Treasurer shall conduct the correspondence of the OS, keep the minutes and records of the Society, maintain contact with INFORMS, receive reports of activities from those Society Committees that may be established, conduct the election of officers and Members of Council for the OS, make arrangements for the regular meetings of the Council and the membership meetings of the OS. As treasurer, he/she shall also be responsible for disbursement of the Society funds as directed by the OS Council, prepare and distribute reports of the financial condition of the OS, help prepare the annual budget of the Society for submission to INFORMS. It will be the responsibility of the outgoing Secretary/Treasurer to make arrangements for the orderly transfer of all the Society's records to the person succeeding him/her.
Any OS member accepting nomination for elective office in the Society is understood to have agreed to perform the duties of that office if elected, and in particular to have agreed to attend the annual Society business meetings during his/her tenure, except as his/her attendance is prevented by unusual circumstances. If an OS elected official must miss a meeting or be temporarily unable to carry out his/her responsibilities, he/she shall advise the Chair and shall make other arrangements for the discharge of his/her responsibilities.
There will be Vice Chairs for the OS, each representing a Sub-discipline within optimization. The main responsibility of the Vice Chairs will be to help INFORMS Local Organizing committees identify cluster chairs and/or session chairs for the annual meetings. In general, the Vice Chairs shall serve as the point of contact with their sub-disciplines.

ARTICLE 5 -- Council

The OS Council shall be the governing body of the Society and shall guide the officers in the administration of the Society's business. The Council shall consist of the elected officers indicated in Article 4, Section 1, and possibly additional nonvoting Members-of-Council, as specified in Article 5, Section 2.
The Council may add additional nonvoting members to the Council, up to a maximum of five. The purpose of this provision is to allow representation on the Council of individuals engaged in important OS activities such as editors of newsletters, optimization area editor of Operations Research and Mathematics of Operations Research, and a representative serving as the liaison with the Computing Society.
Society Council meetings shall be held at least once each year, normally during the annual meeting of the Society. Their purpose is to develop and implement service programs and to provide policy guidance for the Society officers. All Society Council meetings shall be open to all OS members. A majority of the voting Council members shall constitute a quorum. In special circumstances, a mail ballot, by either written form or electronic mail can be used to vote on a Council action. In this case, a majority of the voting members of the Council must vote in order for the election to be valid.
Council vacancies that occur between elections shall be filled as follows: A vacancy in the office of the Chair shall be filled by one of the Vice Chairs, elected by a majority vote of the members of the Council; a vacancy in the office of Secretary/Treasurer shall also be handled in the same manner. All officials elected by the Council shall serve only until the next Society election.
A Council vacancy (Member-of-Council or officer) occurs by either resignation or removal of a person from his/her position by the Council. Removal of a person from his/her position by the Council may occur only for the following reasons:
1. inability of that person to perform the duties of the position, for example, death, prolonged sickness, or lack of communications with the OS for a prolonged period of his/her term;
2. demonstrated and chronic failure of that person to perform the duties of his/her position.
Removal of a person from his/her position requires an affirmative vote for removal of at least two thirds of the voting members of the Council, excluding the position in question.

ARTICLE 6 -- Election and Tenure of Society Officials

Each election shall elect one subset (approximately half) of the Vice Chairs and in every other year, a Chair-Elect and a Secretary/Treasurer.. The Chair-elect will serve a one-year term before assuming a two-year position as Chair. The Vice Chairs will serve two-year terms. The slate of Vice Chairs in any election must minimize overlap with continuing Council members of the Society. The Secretary/Treasurer will serve a two-year term beginning simultaneously with the term of the Chair-Elect, overlapping with the terms of consecutive chairs and therefore aiding in maintaining a smooth transition of officers.
No officer who has served a full term, as described in Article 6, Section 1, shall be eligible for consecutive election to the same office; the exception is the Secretary/Treasurer, who can serve up to two consecutive terms.
The election process for year N shall be guided by the following schedule:
1. By end of January in year N, a Nominating Committee shall be formed and solicitations for at-large nominations made.
2. By the end of April in year N, the Nominating Committee shall forward a final slate and candidate position statements to the Secretary/Treasurer.
3. By the end of August in year N, the election ballot with candidate position statements shall be distributed to the OS membership.
4. By the end of September in year N (or within one month after the ballot is distributed), the Election shall be closed and the official counting take place.
5. Immediately after the annual INFORMS general meeting in year N, the most recently elected officers and Members-of-Council shall take office.
The election Nominating Committee shall be composed of the current Chair, who shall serve as Committee Chair, and two OS members. The Nominating Committee Chair will forward a slate of candidates to the Secretary/Treasurer, consisting of at least one member of the OS as candidate for each position that becomes available by normal expiration of term or previous vacancy. The Nominating Committee Chair or duly appointed representative, shall solicit at-large nominations according to the election schedule given in Article 6, Section 4 by one or more of a) electronic mail, b) hardcopy newsletter, or c) other written form. At-large nominations must be endorsed by at least three OS members and received by the Secretary/Treasurer by the date specified in the election schedule given in Article 6, Section 4. Endorsements via electronic mail are acceptable.
Each nominee for any of the offices must be both an OS member and a member of INFORMS.
The Secretary/Treasurer shall forward official ballots to the OS membership. Nominees for each office shall be listed alphabetically on the ballot (and so noted), with no indication as to those nominated by the Nominating Committee and those nominated at-large. Ballots shall be issued by one of the following media: a) letter mail ballot; b) electronic mail; c) a combination of letter mail and electronic mail. Mechanisms for voting by either written or electronic media are to be adopted at the discretion of the Council, but must meet the following criteria to be valid:
1. Anonymity of the marking of the ballots to all but the official tellers, as specified in Article 6, Section 10, must be maintained.
2. Procedures to validate the authenticity and uniqueness of the ballots must be provided.
3. Means to vote must be extended to all OS members. For example, if electronic mail media is used, then those members with no electronic mail must be accommodated
All candidates for office must supply position statements that are to be distributed with the election ballots. At the discretion of the Council, it is recommended that a maximum be imposed on the length of the position statements.
The Secretary/Treasurer of the Society shall appoint one or more tellers to receive written ballots and/or a teller to receive electronic mail ballots. Tellers may not be Society officers or candidates for office. The election results will be based on a plurality of ballots. In case of ties, the outgoing Council will decide the outcome by majority vote of all voting members.

Article 7 – Special Interest Groups (SIGs) and Sub-disciplines

The Society shall operate Special Interest Groups (SIGs), representing to the extent practicable the varied interests of The Society members.
A SIG may be created either by unanimous action of The Society Council or by a petition to The Society Chair signed by at least 25 members of The Society.
Each SIG may have a membership list that must be maintained by the INFORMS head office. In the absence of such a SIG membership list, all members of the Society shall be considered members of the SIG.
SIGs will include the Sub-disciplines that are represented by Vice Chairs with nomination, election, and terms in Article 6. A SIG or group of SIGs may petition the Society Chair to have a Vice Chair representative under all of the following conditions:
1. at most 9 Sub-disciplines with Vice Chair representatives are currently active in the Society;
2. the petition outlines the rationale, impact, and sustainability of the Sub-discipline and has support of 25 Society members or 5% of the Society membership, whichever is greatest;
3. 3 years of consistently high activity including an average of at least 6 sponsored sessions annually at the INFORMS annual meeting;
4. approval of a 2/3 majority of the Society Council;
5. approval of a 2/3 majority of the Society membership from a vote conducted following the rules governing Amendments in Article 10.
SIGs and Sub-disciplines are expected to maintain a set of activities that may include sessions at the INFORMS and international meetings, participation in other conferences, and substantive contributions to other activities of The Society. The Society Council by a majority vote may eliminate a SIG that is deemed to have too little activity. Any SIG that is to be eliminated must receive a one-year advance warning of the action, and The Society Council must review the activities of the SIG during that year. A second vote confirming the decision to eliminate a SIG must then be taken. The decision to eliminate a SIG can be cancelled if a petition signed by 25 members of The Society is presented to The Society Chair, in which case The Society Council may not initiate another action to eliminate the SIG for at least three years. The Society Council may also eliminate a Sub-discipline with low activity and interest. The initial action to put the Sub-discipline on notice for elimination requires a majority vote of the Council. The Council then must review the Sub-discipline and take a second vote one-year after the initial notice. If that vote is supported by 2/3 of the Society Council, then the action to eliminate the Sub-discipline shall be presented to the Society membership according to the ballot procedures for an Amendment as in Article 10. The Sub-discipline shall then be eliminated if a 2/3 majority vote of the Society membership supports its elimination.

ARTICLE 8 -- Society Committees

The Society Chair with the approval of the Society Council, shall establish committees as required and shall appoint qualified chairpersons to head these committees. In all cases, the terms of the chairpersons and the committee memberships shall cease upon the completion of the term of the Chair who appointed them.

ARTICLE 9 -- Responsibility to the Society

The OS shall operate in accordance with the Constitution and Bylaws of INFORMS. Each year, normally at the annual INFORMS meeting, an OS report will be submitted to INFORMS setting forth the significant accomplishments and activities of the OS during the previous year and outlining a rationale for the budget projections for the following year. Additional reports shall be submitted to INFORMS upon request by the Society.
In the event of dissolution of the OS, its assets shall become the property of INFORMS.

ARTICLE 10 -- Amendments

Proposed amendments to this Constitution may be initiated either by action of the OS Council or by a petition to the Chair endorsed by 5% of the membership or 15 members of the Society, whichever is smaller. Endorsements by electronic mail are acceptable. The Secretary/Treasurer shall distribute copies of the proposed change to all members of the Society not less than three weeks before the annual membership meeting. An open discussion of the proposed amendment to the Constitution shall be carried out at the following membership meeting of the OS.
Not more than two months after the discussion of the proposed amendment, the Secretary/Treasurer shall distribute to all members copies of the proposed amendment along with ballot forms. Ballots shall be issued by one of the following media: a) letter mail ballot; b) electronic mail; c) a combination of letter mail and electronic mail. Mechanisms for voting by either written or electronic media are to be adopted at the discretion of the Council, but must meet the criteria outlined in Article 6, Section 6. No ballot shall be counted unless marked by a Society member to indicate his/her choice, returned to the Secretary/Treasurer (or a teller appointed by the Chair) in either a sealed envelope bearing the voter's name or in an email with the voter’s name clearly indicated, and received by the Secretary/Treasurer (or teller) not later than a date to be specified by him/her upon the ballot form -- a date not earlier than six weeks from the date of mailing the ballot forms to the Society membership.
The adoption of the proposed amendment shall require an affirmative vote by at least two-thirds of the members voting, as tallied by tellers appointed by the Chair. The tellers shall report the tally to the Chair within one week of the date specified for receipt of the ballots. The results of the balloting shall be announced to the membership.
If approved by the Society membership, the proposed amendment to the Constitution shall become effective upon approval by the Society.

ARTICLE 11 -- Meetings

The annual membership meetings of the OS shall be held when practical at the time and place of the annual meetings of INFORMS. The place and time for these meetings shall be announced in the INFORMS Bulletin. The quorum for action at the membership meetings shall be 5% of the membership or 15 members of the Society, whichever is smaller.
Council meetings of the Society may be held whenever the need arises. Discussions via e-mail and similar electronic media may be used whenever necessary. All Council members must be given a reasonable opportunity to attend/respond.
The Society officers shall meet on call of the Chair.
Robert's Rules of Order shall govern all Council and Society membership meetings except in those cases where they are inconsistent with this Constitution.

ARTICLE 12 -- Adoption

These bylaws will become effective upon approval by a two-thirds majority vote of the membership of the current INFORMS Optimization Society.