1.Name, seat and status
- 1.1The name of the organization is the "American Computer Society" (the "Society" or "ACS").
- 1.2The Society is incorporated as a nonprofit membership corporation under the laws of the State of Texas, with its registered office at 600 Congress Avenue, Austin, Texas 78701.
- 1.3The Society operates for charitable, educational and professional purposes consistent with the applicable provisions of the Internal Revenue Code, and no part of its net earnings shall inure to the benefit of any private individual.
- 1.4The Society may establish chapters, sections and specialist groups within the United States and abroad, subject to approval by the Board of Trustees.
2.Objects and purposes
- 2.1To promote the study, science and practice of computing and information technology for the benefit of the public.
- 2.2To advance professional standards of competence, conduct and integrity among practitioners of computing.
- 2.3To provide education, certification and lifelong learning opportunities for members and the wider public.
- 2.4To represent the computing profession before government, industry and the public, and to advise on matters of public policy affecting technology.
- 2.5To foster diversity, equity and opportunity within the computing profession.
- 2.6To publish research, standards and guidance advancing the responsible development and use of computing technology.
3.Membership grades
- 3.1Student Member: open to individuals enrolled in an accredited program of study related to computing. No post-nominal designation is granted.
- 3.2Associate (AACS): open to individuals with a foundational qualification or equivalent experience in computing who demonstrate active engagement with the profession.
- 3.3Professional Member (MACS): open to individuals with demonstrated professional competence, typically a recognized degree plus not less than three years of relevant professional experience, or equivalent experience of not less than five years, together with adherence to the Code of Conduct.
- 3.4Fellow (FACS): an honor reserved for Professional Members of standing who have made a sustained and distinguished contribution to the computing profession, awarded by nomination and approval of the Board of Trustees.
- 3.5Organization Member: open to companies, agencies, academic institutions and other entities supporting the objects of the Society. Organization Members do not vote in individual elections but may designate one representative to Council.
- 3.6Admission to any grade requires application, payment of the prescribed subscription and agreement to abide by this Charter, the Bylaws and the Code of Conduct. The Membership and Admissions Committee, subject to Board oversight, determines eligibility and may require verification of credentials.
- 3.7Post-nominal designations may be used only while a member remains in good standing and subscriptions are current.
4.Board of Trustees
- 4.1The Society shall be governed by a Board of Trustees of not fewer than nine and not more than fifteen members, comprising the President, Deputy President, Immediate Past President, Honorary Treasurer, Corporate Secretary and between four and ten Trustees-at-Large.
- 4.2Trustees-at-Large are elected by the voting membership for a term of three years and may serve a maximum of two consecutive terms.
- 4.3The President serves a two-year term, succeeding automatically from Deputy President, and thereafter serves one year as Immediate Past President.
- 4.4The Board holds fiduciary responsibility for the Society's finances, strategy, staff oversight and compliance with this Charter, and meets not fewer than six times each year.
- 4.5A vacancy on the Board may be filled by Board appointment for the remainder of the unexpired term, subject to ratification at the next Annual General Meeting.
- 4.6Trustees serve without remuneration but may be reimbursed for reasonable expenses properly incurred.
5.Council
- 5.1The Council is the representative deliberative body of the Society, composed of delegates elected from chapters, sections and specialist groups, together with representatives designated by Organization Members.
- 5.2The Council advises the Board on matters of policy, professional standards and member interests, and may propose resolutions for Board or membership consideration.
- 5.3The Council meets not fewer than twice annually and elects its own Chair from among its delegates.
- 5.4The Council has no authority to bind the Society financially or legally; such authority rests with the Board of Trustees.
6.Officers and elections
- 6.1The Officers of the Society are the President, Deputy President, Honorary Treasurer and Corporate Secretary, each elected by ballot of the voting membership.
- 6.2Nominations are managed by an independent Nominations Committee, and elections are conducted annually by secure electronic or mail ballot, with results certified by an independent teller.
- 6.3Only Professional Members and Fellows in good standing are eligible to stand for or vote in the election of Officers and Trustees-at-Large; Associate Members may vote for Council delegates.
- 6.4Officers serve without remuneration and may be removed for cause by a two-thirds vote of the Board, subject to due process under the discipline article of this Charter.
7.General meetings and quorum
- 7.1An Annual General Meeting of the membership shall be held each year to receive reports, approve accounts and declare the results of elections.
- 7.2Special General Meetings may be called by the Board or upon written petition of not fewer than five percent of voting members.
- 7.3Quorum for a General Meeting is fifty voting members present in person or by verified electronic participation, or two percent of voting members, whichever is greater.
- 7.4Resolutions are decided by simple majority of votes cast, except amendments to this Charter, which require a two-thirds majority.
8.Subscriptions and finances
- 8.1The Board sets annual subscription rates for each membership grade, subject to ratification by the Council.
- 8.2Members failing to pay subscriptions within ninety days of the due date lapse from membership and forfeit use of post-nominals until reinstated.
- 8.3The Society's fiscal year runs from July 1 to June 30, and audited financial statements are presented at each Annual General Meeting.
9.Chapters and specialist groups
- 9.1Chapters may be chartered by the Board to serve members in defined geographic regions.
- 9.2Specialist groups may be chartered to serve members sharing a professional or technical focus.
- 9.3All chapters and groups operate under charters approved by, and subject to withdrawal by, the Board.
10.Discipline
- 10.1Any member may be subject to disciplinary proceedings for breach of this Charter, the Bylaws or the Code of Conduct, or for conduct bringing the Society or the profession into disrepute.
- 10.2Complaints are investigated under the Complaints and Disciplinary Procedure by bodies independent of the Board, which may recommend censure, suspension, expulsion or no action.
- 10.3A member subject to proceedings is entitled to written notice, an opportunity to respond and a right of appeal.
- 10.4Expulsion requires a two-thirds vote of the Board following the recommendation of the Disciplinary Committee.
11.Dissolution
- 11.1The Society may be dissolved only by a resolution passed by two-thirds of voting members at a General Meeting called expressly for that purpose, with not less than sixty days' notice.
- 11.2Upon dissolution, and after satisfaction of all liabilities, remaining assets shall be distributed exclusively to one or more organizations with purposes similar to the Society's that qualify as tax-exempt under applicable federal law, and never to individual members.
12.Amendment
- 12.1This Charter and these Bylaws may be amended by a two-thirds majority vote of voting members present at a General Meeting, provided proposed amendments are circulated to the membership not less than thirty days in advance.
- 12.2The Board may adopt interim operating rules consistent with this Charter, subject to ratification at the next Annual General Meeting.
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Contact the Office of the Corporate Secretary, American Computer Society, 600 Congress Avenue, Austin, Texas 78701.
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