Bylaws of the Institute of Scrap Recycling Industries, Inc.
As amended by the Board of Directors on February 21, 2020
The definitions1 contained herein are for purposes of determining the meaning of the following terms within these ISRI Bylaws only:
"Board" shall mean the Board of Directors of the Association.
A “broker” of scrap is a recycler who buys and/or sells scrap commodities.
A “consumer” of scrap glass, metal, paper, plastic, rubber, or textiles is a business in the recycling chain whose principal purpose is, substituting for and conserving mined and other natural resources, the transformation of scrap materials into new products or semi-finished material for the manufacture of new products in a fashion that results in such materials losing their identity as scrap.
The “Dues Year” shall mean the twelve-month period of time covered by a Member’s dues, as determined by join date. The beginning and end points of the dues year shall be set in accordance with the procedures approved by the Board and communicated to the member via a Dues Invoice.
An “electronics recycler” is one who, from a fixed location, utilizes machinery and equipment to process used electronics products into specification grade commodities – including ferrous and nonferrous metals, circuit boards, plastics, and glass – to be used as a raw material in the manufacture of new products. Electronics recyclers are also those who test used electronic products for repair and refurbishment, and provide data destruction services.
"Member" shall mean a member of the Association.
"Officer Election Meeting" is the meeting of the Board of Directors held during even numbered years, in conjunction with the annual convention of the Association, to elect the Chair, Chair-Elect, Vice Chair, and Secretary/Treasurer of the Association.
"Officer Nominating Meeting" is the meeting of the Board of Directors held immediately preceding the Board meeting(s) held in conjunction with the annual convention.
A "Past Association Chair" is a person who has completed his or her term as Chair of the Association or who, prior to March 16, 2000, served as President of the Association or its predecessor associations, the Institute of Scrap Iron and Steel, Inc. and the National Association of Recycling Industries, Inc.
“Primary Chapter” shall mean the Chapter in which a Member’s headquarters are located. Notwithstanding the foregoing, the Primary Chapter of a Member who belongs to the Paper Stock Industries (PSI) or Scrap Tire Processors (STP) Chapters and also belongs to one or more geographic Chapters shall be deemed to be either the PSI Chapter, or the STP Chapter or the geographic Chapter in which the Member’s headquarters is located.
A “recycler” is a person or organization who is in the business of recycling.
A scrap glass “processor” is a recycler who, from a fixed location, utilizes machinery and equipment for processing and manufacturing glass scrap into prepared grades and whose principal product is glass cullet, a commodity used as a raw material in the manufacture of new products.
A scrap metal "processor" is a recycler who, from a fixed location, utilizes machinery and equipment for processing and manufacturing iron, steel, or nonferrous metallic scrap into prepared grades and whose principal product is scrap iron, scrap steel, or nonferrous metallic scrap, commodities made available for sale for re-melting purposes.
A scrap paper “processor” (also often called a paper dealer) is a recycler who, from a fixed location, utilizes machinery and equipment for processing and manufacturing paper scrap into prepared grades and whose principal product is scrap paper, a commodity used for re-pulping purposes or other use as a raw material in the manufacture of new products.
A scrap plastic “processor” is a recycler who, from a fixed location, utilizes machinery and equipment for processing and manufacturing scrap plastic into prepared grades and whose principal product is scrap plastic, a commodity used as a raw material in the manufacture of new products.
A scrap rubber “processor” is a recycler who, from a fixed location, utilizes machinery and equipment for processing and manufacturing rubber scrap into prepared grades and whose principal product is scrap rubber, a commodity used as a raw material in the manufacture of new products.
A scrap textile “processor” is a recycler who, from a fixed location, utilizes machinery and equipment for processing and manufacturing scrap textiles into prepare grades and whose principal product is scrap textiles, a commodity used as a raw material in the manufacture of new products.
“Recycling” is a series of activities in which material is processed into specification- grade commodities, and consumed as raw-material feedstock, in lieu of virgin materials, in the manufacture of new products. The series of activities that make up recycling include the collection, processing, brokering and subsequent consumption of industrial, end of life and obsolete scrap, as well as the process of transforming used products, whole or in part, into reusable commodities.
“Scrap” is a valuable commodity relied upon by manufacturers around the world as a competitive, environmentally preferable and energy efficient feedstock material. In its unprocessed form, it is derived from residential, industrial, manufacturing, and/or commercial sources and is composed of ferrous, nonferrous, plastic, paper, glass, textiles, and/or rubber. In its processed form, it is manufactured by processors to a specification grade to meet the needs of the industrial consumer.
 Approved as of November 5, 2016 Board of Directors meeting.
Section 1.01 Name: The name of the Association shall be Institute of Scrap Recycling Industries, Inc. (ISRI).
Section 1.02 Location: The principal office of the Association (herein sometimes referred to as the "National Office") shall be located in the District of Columbia or such other locality as may be determined by the Board.
Section 2.01 Purpose: The objects and purposes of the Association shall be to foster and promote the best interests of those persons engaged in the recycling industry, both domestic and international; to foster and advance the trade and commerce of its Members; to promote free and fair trade; to aid one another in the scrap processing and recycling industry as a whole by seeking to eliminate abusive and disruptive business practices and unfair competition; to encourage the exchange of ideas among its Members for their common good and welfare (including through education and training); to acquire, preserve and disseminate data and information essential for their purposes in the adequate conduct of their business; to aid in the settlement of disputes and differences between its Members; to promote ethical practices in the trade; to promote uniformity and certainty in the customs and usages of the trade; and to promote a general harmony and fellowship among its Members. The Association shall not take any action contrary to the best interests of the majority of the Active Members.
Section 2.02 Policy: The Board shall set all policy and direction for the Association. The policy and direction of all Committees, Divisions, and Chapters shall conform to the policy and direction set by the Board.
Section 3.01 Classes of Membership. The classes of membership of the Association shall consist of Active, Associate, and Affiliate Individual Members.
3.01.1 Active Members. Active Members shall include individuals, firms or corporations, or the division or subsidiary or department thereof, who are engaged in business as recyclers in the United States, Canada, or Mexico.
3.01.1.1 Ineligibility. The following are not eligible for Active membership:
- Generators of recyclable materials unless their primary business is recycling
- Individuals, firms, or corporations who are engaged in business essentially to treat and/or recycle hazardous waste.2
3.01.2 Associate Members. Associate members shall include individuals, firms, and corporations or the division, subsidiary or department thereof, who are engaged in business for profit as: 1) manufacturers or distributors of processing machinery or equipment, or supplies utilized in the recycling industry; 2) dealers in used recycling machinery and equipment; 3) providers of specialized services to the recycling industry; and 4) international (other than Canadian and Mexican) processors, brokers, merchants, or consumers of scrap metals, scrap paper, scrap textiles, scrap plastics, scrap glass, or scrap rubber.
3.01.3 Affiliate Individual Members. Affiliate members shall include individuals who have been a full time employee, of a company that is/was an Active or Associate member of the Association, for a period of one (1) or more years and who are no longer employed by a company that is eligible for Active or Associate membership in the Association.
Section 3.02 Application for Membership. All applicants for membership shall first sign and file with the National Office an application on a form specified by the Association, stating the applicant’s agreement to comply with the Certificate of Incorporation and Bylaws of the Association. The application shall be accompanied by the advance payment of Association and Chapter dues and assessments for one year.
Section 3.03 Approval of Applications for Membership. Provided the applicant meets the membership criteria, the National Office shall forward to the President of the Chapter in which the applicant's principal office is located, a copy of the completed membership application. Unless written objection to the application is received within 5 business days of being sent by fax or email the applicant shall be admitted to membership in the Association. In the event the Chapter provides written objection to the approval of the application, the application shall be referred to the National Member Services Committee. The Member Services Committee shall review the application and make a recommendation to the Board of Directors for consideration at the next Board meeting. In the event the Board does not approve the application, the Association's legal counsel shall, upon the applicant’s written request to the President within 30 days following receipt by the applicant of written notice of denial, provide the reason for denial of the membership application.
3.03.1 Appeal of Membership Denial. The denied applicant shall, upon written appeal to the President within 30 days following receipt by the applicant of the reason for denial, be given a hearing by the voting members of the Board of Directors at its next regularly scheduled meeting. At such meeting, the denied applicant shall have the right to submit a written appeal and/or appear in person with counsel and be heard. The Board shall, by a majority vote of the voting directors present at a meeting at which there is a quorum, accept or deny the application, and such action shall be final.
Section 3.04 Chapter Privileges of Active Members. It is herewith declared as a matter of policy that the strength of the Association is based on the strength of its Chapters. Accordingly, Active Members must maintain membership in the Chapter covering the territory in which the Member’s principal office is located, except for those Active Members whose principal operation involves the scrap paper industry or scrap tire industry. Active Members whose principal operation involves the scrap paper industry shall belong to the Paper Stock Industries Chapter and Active Members whose principal operation involves the scrap tire industry shall belong to the Scrap Tire Processors Chapter. Active Members shall have the right to join as many additional Chapters as they may desire, provided that the member pays the applicable dues as established by each such Chapter. Each Active Member of a Chapter shall have all the rights and privileges of every other Active Member of such Chapter except that an Active Member or its representative, as the case may be, shall be entitled to vote and hold office only in the Chapter designated by the Member, by notice to the Association prior to the beginning of any calendar year, as the Chapter in which such Active Member desires that it or its representative, as the case may be, vote and hold office. Absent such a designation, the Active Member or its representative, as the case may be, shall have the right to vote and hold office in the Chapter covering the territory in which the Active Member's principal office is located. Notwithstanding the foregoing, Branch Offices of Active Members that pay dues to the Chapter in which such Branch Office is located, shall be entitled to full membership privileges in such Chapter including the right of their respective representatives to vote and hold office. For the purposes of this section, a Branch Office shall be any fixed location at which business is conducted that is outside the Chapter territory of the Member’s principal office.
Section 3.05 Chapter Privileges of Associate Members. Associate Members located in Canada, Mexico, or the United States, including its Territories or Possessions in the Caribbean, shall maintain membership in the Chapter covering the territory in which the Member’s principal office is located. Associate Members whose principal office is not located in Canada, Mexico, or the United States, including its Territories or Possessions in the Caribbean, shall not be required to maintain membership in a Chapter. In addition, Associate Members, whether or not they are required by this section to join any chapter, may upon payment of the applicable Chapter dues, join as many additional Chapters as they desire.
Section 3.06 Affiliate Individual Members Privileges. Affiliate Individual Members shall not be required to maintain membership in a chapter. In addition, Affiliate Individual Members shall not be entitled to hold office or to vote at any Association meeting.
Section 3.07 Eligibility for Voting and Office. Only representatives of Active Members shall be entitled to vote and hold office at both the National and Chapter levels. If an Active Member has more than one representative in attendance at any Division or Chapter meeting, or more than one representative on the Board, only one of such Member's representatives shall have the right to vote at any meeting thereof, such voting representative to be determined by the Member. Except as otherwise provided herein, voting by proxy shall not be permitted at any Board, Division, Chapter, or Committee meeting.
Section 3.08 Expulsion and Suspension. The Board shall have the power to expel or suspend any Member, or to take such other disciplinary action as may be necessary, for failure to abide by these Bylaws or for any conduct which the Board, in its discretion, may determine to be prejudicial or detrimental to the best interests of the Association or the recycling industry. The President shall inform the Board of any charges or information concerning such conduct of any Member. Any Member, for whom disciplinary action is proposed, shall be given not less than thirty (30) days advance written notice of a hearing on the charges, setting forth with particularity the act(s) or action(s) alleged to be the basis for such disciplinary action. The notice shall set forth the date, time, and place of the hearing and advise the Member of the right to present evidence and a defense. The Member shall have the right to submit a written defense and/or appear in person with counsel and be heard at such meeting. In case it shall be found by a three-fourths (3/4) vote of the Board where a quorum is present that the charges against the Member are sustained and warrant the disciplinary action, suspension or expulsion of such Member, a resolution to that effect shall be adopted, and such action shall be final. Expulsion of a Member by the Board shall cancel all rights, interests, and privileges of such Member in the Association.
Section 3.09 Association Dues. The Board of Directors shall fix the amount and terms of payment of membership dues, fees, and/or assessments for all Members on an annual basis. Active Member dues shall be based on the dollar volume of the business of such Active Member, including its subsidiaries, divisions or affiliates, which are engaged in recycling as defined herein for the year immediately preceding the year in which the dues are billed. A member that has operations or facilities that fall within multiple dues categories (Active, Associate, Active Consumer, etc.) shall calculate the appropriate dues within each category, and then pay dues not upon the total of all such categories but based upon the highest calculated category. Membership dues, including chapter dues, shall be billed on an annual basis, based on the quarter the member initially joined; except that for members who joined prior to the 2020 fiscal year, dues shall be billed in the month of October immediately preceding each Dues Year and shall be payable in full by January 15 of such Dues Year. Any member who fails to pay National and Chapter membership dues by the due date (or such other date as the Board may establish) shall be in default and subject to the actions set forth in section 3.10 below.
3.09.1 Dues Impact. Any proposal sent to the Board of Directors seeking a change in dues must be accompanied by an impact statement, prepared by the National Officers, which details the effect the change, or lack of same, will have on the Association. This impact statement will include, but not be limited to, effect on programs and effect on service to members. No dues change may be voted upon unless this impact statement has been sent to all members of the Board at least ten (10) days prior to the meeting at which action is scheduled.
3.09.2 Assessments. The Board, by an affirmative vote of 75 percent of the Directors present at any meeting at which there is a quorum, may approve an assessment of the Members. Assessments shall not exceed 100 percent of annual dues in any one Dues Year and may be in the form of (a) a percentage surcharge to the annual dues; (b) a stated amount; or (c) a combination of both a percentage and stated amount. Notice of said assessment explaining the nature, purpose amount, and proposed manner of assessment shall be given to ISRI Board members at least twenty (20) days prior to the meeting at which the assessment will be voted upon. Any Member whose assessment is not paid in full on or before 90 days after the date the assessment is invoiced shall be in default. Any Member terminated in accordance with Section 3.10 for failure to pay an assessment shall not receive a refund of any previously paid annual dues.
Section 3.10 Default. In the event a Member fails to pay in full any dues, assessments or expenses set forth in sections Section 3.09, 3.9.2, 9.02, 9.03, or 9.3.1 in a timely manner, and with proper certification, the rights and privileges of membership shall be terminated as of the due date as set forth in sections Section 3.09, 3.9, 9.02, 9.03, or 9.3.1, and the Member shall be dropped from the membership roll of the Association. If a Member is terminated, his/her representatives shall not have the right to attend or vote at any Association, Division, or Chapter meeting or participate in any Association activities. Members terminated for non-payment of dues must reapply for membership pursuant to Section 3.02 if membership dues are not paid in full within the Dues Year in which the default occurs. Any applicant for membership, who was previously a member, must pay any past National and Chapter debts prior to being accepted for membership once again.
Section 3.11 Resignation. Any Member may resign from the Association in good order by giving thirty (30) days written notice to the President, provided that all of the Member’s obligations to the Association have been fulfilled and the Member has paid in full any National or chapter dues or assessments due and owing prior to the effective date of the resignation.
 Approved as of November 5, 2016 Board of Directors meeting.
Section 4.01 Officers. The Officers of the Association shall be a Chair, Chair-Elect, Vice-Chair, Secretary/Treasurer, and a President. Except for the President of the Association, only those person actively employed by a Member of the Association shall be eligible to serve as an officer. Any officer who ceases to be employed by a Member shall immediately notify the President. If that Officer is not employed by a Member of the Association at the time of the next meeting of the Board that Officer’s position shall be filled in accordance with Section 5.05.
Section 4.02 Chair. The Chair shall be the Chief Executive Officer of the Association. The Chair shall serve as presiding officer at all meetings of the Members and the Board, shall appoint all Committee members and Chairs, and shall be an ex officio member of all Committees.
Section 4.03 Chair-Elect. The Chair-Elect shall, in the absence or disability of the Chair, perform the duties of the Chair. The Chair-Elect shall chair the Board’s strategic planning work. The Chair-Elect must have previously served as an Association Committee Chair, a national officer, a chapter president, or director-at-large.
Section 4.04 Vice Chair. The Vice Chair shall, in the absence or disability of the Chair and Chair-Elect, perform the duties of the Chair. The Vice Chair shall be responsible for coordinating the work of all Association committees and shall preside at leadership development and training programs.
Section 4.05 Secretary/Treasurer. The Secretary/Treasurer shall keep a record of all meetings of the Members and the Board, and of all Committees thereof, and perform such other services and duties as pertain to said office. The Secretary/Treasurer shall collect, receive, and deposit in the name of the Association, in such financial institutions as may be acceptable to the Board, all income from dues and other sources. The Secretary/Treasurer shall be bonded at the cost of the Association in such sum as the Board shall determine. The Secretary/Treasurer shall make annually at the Annual Convention of the Association, in writing, a full report of the finances of the Association, and shall make a similar accounting at any time to the Board at the request of the Chair or the Board. The Secretary/Treasurer shall be responsible for having the books presented for inspection to the Auditor at the close of the fiscal year.
Section 4.06 President. The President shall serve as the Chief Staff Executive and Chief Operating Officer of the Association and shall exercise such authority as may be delegated by the Board.
Section 4.07 Employees. The President may, with the approval of the Chair, engage any employees that are necessary for carrying on the work of the Association. No Director or Officer (other than the President) shall receive compensation for services rendered in such capacity other than reimbursement for expenses.
Section 5.01 Leadership Committee. Within thirty (30) days after the Officer Election Meeting, the Chair shall appoint nine (9) representatives of Active Members, one of whom shall be designated as the Committee Chair, to the Leadership Committee, five (5) of whom shall be designated to serve a four (4) year term and four (4) appointments shall serve a two (2) year term. Beginning in 2020, the Chair shall appoint such members of the Active Members to fill the staggered vacancies of the Leadership Committee at the Spring Board of Directors Meeting to serve four (4) year terms, unless otherwise vacated prior to the expiration of a term. No more than one member of the Committee shall be associated with any one Member and the Chair should attempt to appoint Committee Members who are not from the same Primary Chapter. The Committee shall be selected from Past Presidents or Past Chairs, whether or not they are currently eligible to vote at Board meetings pursuant to Section 6.02 of these Bylaws, and other voting Directors, exclusive of the Officers. The Chair shall use best efforts to select at least one Active Member from each of the Divisions so that no Division or Chapter shall hold a majority vote and at least two (2) of the Active Members appointed shall have served on a prior Leadership Committee. For elections to be held in even-numbered years the Leadership Committee shall, at the Officer Nominating Meeting, submit its nominations for one candidate for the office of Chair, at least one candidate for the office of Chair-Elect, at least one candidate for the office of Vice Chair, at least one candidate for the office of Secretary/Treasurer, at least one candidate for the position of Associate Member Director and at least four (4) candidates for Director-at-Large. In odd numbered years, the Leadership Committee shall present its slate of at least three (3) nominees for Director-at-Large at the Officer Nominating Meeting and the election shall be conducted at one of the Board meetings held in conjunction with the Annual Convention. No member of the Leadership Committee shall be eligible to be nominated by the Leadership Committee for any Officer or Board position.3
Section 5.02 Nominees to be Listed. Immediately following the close of the Officer Nominating Meeting, the names of those nominated by the Leadership Committee, and of any additional nominees for officers selected pursuant to Section 5.03, shall be mailed to all voting Directors.
Section 5.03 Additional Nominees. Additional nominations for any officer or Director-at-Large position may be made by any voting Director at either the Officer Nominating Meeting or Officer Election Meeting or, in the case of an odd year Director-at-Large election, at the Board meeting held in conjunction with the annual convention at which the election for Director-at-Large is conducted.
Section 5.04 Elections. Elections shall be conducted by written ballot distributed to voting Directors only. An independent public accountant shall act as teller to tally the votes, and shall certify in writing to the Chair the winning candidate for each office, unless a tie or the need for a run-off occurs, in which event said tie or run-off shall be certified. Officers, other than the President, shall be elected by a majority of the votes cast by the voting Directors present at the Officer Election Meeting. If no candidate receives a majority of the votes cast, the candidate with the highest number of votes and the candidate(s) with the second highest number of votes (including tied candidates) will participate in a run-off election until one candidate receives a majority of the votes cast. Elections shall be conducted in the following order: Chair, Chair-Elect, Vice-Chair, Secretary/Treasurer, Directors-at-Large, and Associate Member Director. Upon being elected as an officer, the winning candidate shall immediately assume his/her office and be entitled to vote as a member of the Board.
Section 5.05 Vacancies, Removal. All Officers serve at the pleasure of the Board. In the event of the death, permanent disability, resignation, or removal of the Chair, the Chair-Elect shall automatically accede to the office of Chair and shall hold said office for the remainder of the unexpired term. Any other vacancy by reason of death, permanent disability, resignation, or removal shall be filled by the Board in the following manner: The Leadership Committee shall nominate one or more candidates to fill any vacancy created in the offices of Chair-Elect, Vice Chair, and Secretary/Treasurer. The candidate receiving the majority of votes cast shall be elected by the Board pursuant to Section 5.04 and shall serve for the unexpired term of the office filled. The filling of an unexpired term shall not constitute the serving of a full term with respect to the prohibition restricting an Officer from serving more than one (1) consecutive full term as provided by Section 5.06.
Section 5.06 Term. Officers other than the President shall serve for a term of two (2) years or until their successors are elected and qualified. The Chair and Chair-Elect shall not be eligible to succeed themselves in their respective offices until at least two (2) years have expired since the termination of their last term. The Vice Chair and Secretary/Treasurer may serve two (2) consecutive terms after which they shall not be eligible to succeed themselves in their respective offices until at least two (2) years have expired since the termination of their last term.
Section 5.07 President. The Board shall elect the President who shall serve at the pleasure of the Board and until his/her successor is duly elected and qualified by the Board.
 Approved as of July 20, 2017 Board of Directors meeting.
Section 6.01 Composition of the Board. The Board shall be the governing body of the Association. The Board shall consist of: (a) the officers of the Association, including the President who shall serve in an exofficio capacity; (b) the Presidents or elected representatives of each Chapter as provided in Section 9.05; (c) up to three Division Directors from each Division, as provided in Section 6.05; d) seven (7) Directors-at-Large; (e) one (1) Associate Member; (f) the immediate Past Association Chair; and g) Past Association Chairs.
6.01.1 Qualification as a Director. Except for the President of the Association, only those persons actively employed by a Member of the Association shall be eligible to serve on the Board. Any Director who ceases to be employed by a Member shall immediately notify the President. If that Director is not employed by a Member of the Association by the time of the next meeting of the Board, that Director’s position shall be filled in accordance with sections 6.6.1 in the case of a Director-at-Large, 6.6.2 in the case of a Divisional Director, 5.05 in the case of an officer, or the Chapter’s Bylaws in the case of a Chapter President or Elected Representative.
Section 6.02 Right to Vote of Directors. All members of the Board of Directors, except for the President, shall be entitled to vote at all meetings of the Board. Notwithstanding the foregoing, except for the immediate Past Association Chair, each Past Association Chair shall be entitled to vote at a meeting of the Board only if he or she has attended at least three of the immediately preceding five meetings of the Board of Directors. Furthermore, no Director shall be permitted to vote at any meeting of the Board held in conjunction with the Annual Convention unless such Director’s company shall have paid its annual membership dues in full at least fourteen (14) days prior to such meeting.
Section 6.03 Absence of Directors. There shall be no proxy voting.
Section 6.04 Term of Directors-at-Large. Directors-at-Large shall serve for a two (2) year term commencing with the first Board meeting following the close of the annual convention. Directors-at-Large may serve two (2) consecutive terms after which they shall not be eligible to succeed themselves in their respective offices until at least two (2) years have expired since the termination of their last term.
Section 6.05 Divisional Directors. There shall be up to three (3) Divisional Directors from each Division of which one (1) shall be the Chair of such Division. Each Division shall, in accordance with sections Section 10.05 through and including Section 10.12 herein, elect two Division Directors. Of the three Directors from each Division, one shall be representative of a Processor, one shall be representative of a Broker, and one shall be representative of a Consumer.
Section 6.06 Vacancies. In the event of a vacancy in the number of Directors, such vacancy shall be filled as follows:
6.06.1 Directors-at-Large. A vacant Director-at-Large position shall be filled by the Board at its next meeting after the date of such vacancy. Nominations for such vacancies shall be made from the floor of the Board. The candidate receiving a plurality following written ballot shall be elected to fill the unexpired term.
6.06.2 Division Directors. A vacant Division Directors position shall be filled by the Division pursuant to Section 10.14 and in accordance with Section 6.05.
Section 6.07 Removal of Directors. A member of the Board of Directors who fails to attend at least two out of any three consecutive Board meetings, or fails to attend at least seventy-five percent of the committee meetings held in conjunction with a Board of Directors meeting or national Membership Conference, may be removed for cause. Such director shall be notified at least ten (10) days in advance of any Board meeting at which the removal action will be taken. Removal shall become effective upon a twothirds vote of the Directors in attendance. Any vacancy created by such a removal action shall be filled in accordance with sections Section 5.05 or Section 6.06 of these bylaws or, in the case of a Chapter President or Elected Representative, in accordance with the affected Chapter’s bylaws.
Section 7.01 Standing Committees. The following shall constitute the National Standing Committees of the Association:
Education & Training
Materials Recovery Facility (MRF)
7.01.1 Method of Appointment. The Chair shall appoint the members of Standing Committees, in such number and form as the Chair may consider advisable, except as otherwise may be determined by the Board. The Chair shall appoint one (1) committee Chair and as many committee vice-Chairs as he or she deems necessary for each Standing Committee.
Section 7.02 Divisional Committees. Each Division Executive Committee shall determine what Divisional Committees shall be formed to meet the needs of each such Division.
7.02.1 Method of Appointment. Each Division Chair shall appoint the members of the Divisional committees in such number and form as the Division Chair may consider advisable. The chair of each committee shall be appointed by the Division Chair and confirmed by the respective Division Executive Committees.
Section 7.03 Board Committees. The following shall constitute the Board Committees of the Association:
Challenges & Opportunities Committee4
7.03.1 Audit Committee. The Audit Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to: (i) ISRI’s systems of internal controls regarding finance, accounting, legal compliance, and ethical behavior; (ii) ISRI’s auditing, accounting, and financial reporting processes generally; (iii) ISRI’s financial statements and other financial information provided by ISRI to its Board of Directors, the public, and others; (iv) ISRI’s compliance with legal and regulatory requirements; and (v) the performance of ISRI’s independent auditors. Consistent with these functions, the Committee shall encourage continuous improvement of, and foster adherence to, ISRI’s policies, procedures, and practices at all levels. This oversight shall extend to all of ISRI’s related entities. The Audit Committee shall have any additional powers set forth in ISRI’s Policy Manual.
The Audit Committee shall be comprised of six members, one of whom shall be the immediate Past Chair of ISRI. Each of the committee members, other than the immediate Past Chair, shall have a strong knowledge of corporate accounting or finance and at least one member shall have specific corporate accounting or financial career experience. The Audit Committee member having specific corporate accounting or financial career experience may be a non-member of the Association.
Committee members shall be elected by the Board of Directors at the Fall Membership Meeting of the Board. The Leadership Committee shall present a slate of recommended committee members. Each member, other than the immediate Past Chair, shall serve a three-year term or until his or her successor shall be duly elected and qualified. Each member shall be eligible to serve for a maximum of two terms. A member elected to fill a vacancy on the committee shall be eligible to serve for the remainder of that term plus two full terms. As a transition only, in 2003 there shall be one member elected to a one year term, two members elected to a two-year term, and two members elected to a three year term. The members elected to a one year or two-year term shall be eligible to serve for the initial term plus two full three year terms.
The Committee's chairperson shall be designated by the Board of Directors. If the Board of Directors does not designate a chairperson, the Committee members shall elect a chairperson by vote of a majority of the full Committee.
7.03.2 Executive Committee. The Executive Committee shall be comprised of the Chair, the Chair-Elect, the Vice Chair, the Secretary/Treasurer, the immediate Past Association Chair, and two representatives nominated by the Chair and approved by the Board at its next regularly scheduled meeting after the Officer Election Meeting. The President of the Association shall serve as an ex-officio member of the Executive Committee.
7.03.3 Challenges & Opportunities Committee. The mission of the Challenges & Opportunities Committee is to focus on the dynamic changes within the recycling industry, thus identifying future trends, opportunities and roadblocks facing the industry, and make recommendations to the Board annually as to how to proactively address what has been identified. The Committee should not itself identify solutions, but instead recommended how the association should go about finding such.5
Committee members shall be appointed by the ISRI Chair and, at a minimum, include one member of each Division, the Chair-elect, ISRI’s Chief Economist, and ISRI’s President. Should the ISRI Chair not appoint a Chair for the Committee, the Committee may select its own from the committee membership.6
Section 7.04 Councils. The Board shall form such ad hoc Councils as it deems appropriate to deal with issues of mutual interest to the various Divisions. Members desiring to form a Council shall submit a request to the Chair for approval. Councils shall have no representatives on the Board, but shall submit their views to the National Officers for presentation to the Board.
Section 7.05 Sub-Committees. Each committee Chair may, with the approval of the Association Chair or Division Chair, as the case may be, appoint such sub-committees and sub-committee Chairs as shall be necessary to carry out the objectives of said Committee.
Section 7.06 Ad Hoc Task Forces. The Chair may appoint such ad hoc task forces for specific tasks and terms as may in the Chair's discretion be necessary to carry on the purposes of the Association, in such numbers as the Chair may determine, unless the number of members and terms of reference for such ad hoc task forces have been set by resolution of the Board or the Members at any meeting thereof.
Section 7.07 Committee Representation. Except as otherwise provided herein, representatives of Members may serve on such number of Committees as the Chair shall determine unless said Committee or Sub-committee is closed or the representative is not qualified to serve thereon pursuant to Section 8.5. The maximum number of voting seats that any Active Member may have on any committee shall be limited to the greater of one (1) representative or ten percent (10%) (rounded down to the nearest whole number) of the total number of seats on the committee. Only Committee members may vote at Committee meetings.
Section 7.08 Powers of Committees. All Standing Committees and ad hoc Task Forces shall submit their reports and recommendations to the Board. No Committee shall take any action to commit the Association, except as such power may be delegated to it by the Board, and as shall be provided in the Association's Policy Manual.
Section 7.09 Quorum. Thirty percent (30%) of the Committee members of any Committee shall constitute a quorum.
Section 7.10 Term. There shall be no limit on the number of terms that a representative of a Member may serve on any committee. However, a representative of a Member may only serve for two (2) consecutive two (2) year terms as Chair of any committee after which time a period of two (2) years must elapse before he or she is eligible to serve as Chair of that committee once again.
 Approved as of November 5, 2016 Board of Directors meeting.
 Approved as of November 6, 2017 Board of Directors meeting.
 Approved as of November 5, 2016 Board of Directors meeting.
Section 8.01 Annual Convention and Meeting. The annual convention and meetings of the Board of Directors and the Members shall be held on such date and at such place as shall be fixed by the Board. At least sixty (60) days’ notice of the convention and meeting in writing shall be mailed to the last recorded address of each Member.
Section 8.02 Special Meetings. Special meetings of the Members may be called at any time by the Chair or the Board, and shall be called by the President or the Secretary (i) upon the written request of not less than twenty-five (25) Active Members or (ii) to approve any amendment to the Bylaws contemplated in Section 13.02 and in the manner therein provided. Notice of a special meeting of the Members shall be served by the Secretary by mail to all Active Members not less than twenty (20) days prior to the date of any such meeting, except as provided in Section 13.02. Every notice of a special meeting of the Members shall set forth the purpose or purposes thereof. Only the matters set forth in said notice shall be considered or acted upon at said meeting.
Section 8.03 Board Meetings. Regular meetings of the Board shall be held, except as provided herein, at such times and place(s) as may be determined by the Chair and approved by the Board of Directors. No regular meeting shall be held sooner than sixty days following the previous regular meeting, except that the first such regular meeting of a calendar year may, at the option of the Chair, be held during the preceding December. At least forty-five (45) days written notice shall be given to all Directors. Special meetings of the Board may be called by the Chair, or by any group of ten (10) or more Directors, upon twenty (20) days written notice to all Directors. No business other than that specified in the notice of the special meeting shall be transacted at such special meeting.
8.03.1 Action Without a Meeting. Directors may take action without a meeting if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.
Section 8.04 Quorum. Ten percent (10%) of the Active Members shall constitute a quorum for the transaction of business at any meeting of the Members. Fifty percent (50%) of the total number of voting Directors then serving on the Board shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 8.05 Attendance. Active Members or their representatives may attend and participate in all meetings of the Board, Committees, Divisions, Councils, Groups, and Chapters. Notwithstanding the foregoing, the following meetings shall be open to committee members only: (1) the Officer Leadership Committee meeting held pursuant to Section 5.01; (2) the Division Nominating Committee meetings held pursuant to Section 10.06; and (3) meetings of the Executive Committee.
8.05.1 All meetings of the Association, whether Chapters, Divisions, Groups, Committees, Board, or Members, shall be restricted to Active Members or their representatives; except that other persons may be invited to attend in the discretion of the Chair in the case of meetings of the Members and the Board; in the discretion of their respective Executive Committees in the case of Chapters, Divisions, and Groups; and in the discretion of the Committee Chair in the case of Committees and sub-committees. Notwithstanding the foregoing, committee meetings shall be open to Associate Members and Affiliate Individual Members unless closed by the Committee Chair upon consultation with the ISRI General Counsel or President, and notification to the ISRI Chair, if possible.
Section 8.06 Roberts Rules of Order. Unless otherwise specified in these Bylaws, all meetings of the Board shall be governed by Roberts Rules of Order.
Section 8.07 Order of Business. The order of business shall be as follows at all meetings of the Board:
Approve minutes of preceding meeting.
Division Chair reports.
Good and welfare.
Section 8.08 The Chair, without debate, shall decide any question as to priority of business.
Section 9.01 Organization. The Board may organize or dissolve Chapters in any city or territory where Active Members subscribe to the Association and desire to form a Chapter and may redefine the territory of any Chapter, provided that no Chapter may be so redefined or dissolved without the affirmative vote of two-thirds of the Board. The Chapter may adopt its own bylaws, which may provide for a President, Vice Presidents not to exceed three, a Secretary, a Treasurer, a Chair of an Executive Committee, and an Executive Committee. Chapter bylaws shall not conflict with the Certificate of Incorporation of the Association or these Bylaws.
Section 9.02 Chapter Dues. Each Chapter may establish annually, by a majority vote of its Board, the dues to be charged to its members. The National Office shall bill chapter dues in October of the year preceding the Dues Year. Chapter dues shall be collected by the National Headquarters and remitted to the Chapters periodically as collected.7
Section 9.03 Chapter Assessments. Chapters may make mandatory annual assessments of their members upon the approval of a majority of the Active Members of the Chapter at a chapter meeting with quorum present. A request for such a mandatory assessment may come from the Chapter Executive Committee or from the floor at a Chapter meeting. Active Members of the Chapter must be given 30 days advance written notice that a mandatory assessment will be voted upon at the next chapter meeting with a quorum present. Such assessment, when added to Chapter dues, shall be fixed at an amount not to exceed 200%, on an annual basis, of each Member’s Chapter dues for the Dues Year to which the assessment is being added. Chapter assessments shall be billed by the National Office following Chapter approval set forth herein. Chapter assessments shall be collected by the National Headquarters and remitted to the Chapters periodically as collected. Any Chapter assessments billed other than with annual dues must be paid within four (4) months of the billing date to avoid being in default as set forth in Section 3.10.8
9.03.1 Legislative and Litigation Expenses. In addition to the dues and assessments set forth in Section 9.02 and Section 9.03, each Chapter may receive from Members payments for ordinary and necessary expenses paid in direct connection with litigation and appearances before, submission of statements to, or sending communications to, the Committees, or Individual Members, of any legislative body of a state, a possession of the United States, or a political subdivision of any of the foregoing with respect to legislation or proposed legislation or regulation or proposed regulation of direct interest to the Member, or in direct connection with communication of information between the Member and the Association with respect to legislation or proposed legislation or regulation or proposed regulation of direct interest to the Member and the Association.
Section 9.04 Powers. The Officers of the Chapter shall have the power to do everything possible to bring about a spirit of cooperation among Chapter members, shall encourage the use of the facilities and services established by the Association, shall encourage arbitration of disputes among Chapter members, and shall cooperate with the Officers and Directors of the Association in carrying on the programs of the Association. No Chapter shall do anything inconsistent with, or in conflict with, the Certificate of Incorporation, codes, rules, regulations, policies, and Bylaws of the Association.
Section 9.05 Chapter Representatives. Each Chapter shall be represented on the Board by its President, or, in the discretion of the Chapter, by a duly Elected Representative. The Chapter President or Elected Representative, as the case may be, of each Chapter shall serve for such term as such Chapter may designate, such term not to exceed two years nor be less than one year, and until his/her successor has been elected and qualified; provided that, no Chapter President or Elected Representative shall serve on the Board for more than two consecutive years as Chapter President or Elected Representative. The term of the Elected Representative shall correspond to the term of the Chapter President whom s/he is elected to serve on behalf of on the ISRI Board. A Chapter President or Elected Representative who has served two consecutive years as such shall not be eligible for re-election as a Chapter President or Elected Representative until at least two years have expired since the termination of his/her last term. The filling of an unexpired term shall not constitute the serving of a full two-year term with respect to the prohibition restricting a Chapter President or Elected Representative from serving more than two years as set forth above. All Chapter Presidents or Elected Representatives shall be elected by the Chapter prior to the annual convention and shall assume their respective offices immediately following the close of the annual convention. All Chapter officers shall serve at the pleasure of the Chapter Members.
9.05.1.1 No Chapter President or Elected Representative shall serve on the Board for more than two consecutive years as Chapter President or Elected Representative, except where a current Chapter President is elected for one additional term by a two-thirds majority vote of chapter membership for a maximum of four (4) years.
9.05.1.2 In the case where 9.05.1.1 cannot be met, all term limits expressed in these Bylaws, except for those limits applicable to Officers of the Association, can be waived for up to one additional two (2) year term with the unanimous consent of the Executive Committee.
 Approved as of July 20, 2017 Board of Directors meeting.
 Approved as of July 20, 2017 Board of Directors meeting.
Section 10.01 Divisions. There shall be six Divisions comprised of Members as follows:
- Ferrous Division: consisting of Groups of ferrous metal Scrap Processors, Brokers and Consumers;
- Nonferrous Division: consisting of Groups of nonferrous metal Scrap Processors, Brokers, Merchants and Consumers;
- Paper Division: consisting of Groups of paper Scrap Dealers, Brokers and Mills;
- Tire & Rubber Division: consisting of Groups of tire and rubber scrap Processors, Brokers and Consumers;
- Electronics Division: consisting of Groups of electronics scrap Processors, Brokers and Consumers,
- Plastics Division: consisting of Groups of plastic scrap Processors, Brokers and Consumers
When the Board of Directors deems it to be in the best interests of the Association to do so, a new commodity division may be created by an affirmative vote of two-thirds (2/3) of the Board present and voting after appropriate notice of amendment of the bylaws has been given.
Section 10.02 Qualifications. Each Active Member shall belong to at least one Division and Group that represents the material(s) that comprise a significant portion of its revenues. Each Active Member shall, on or before January 1 of each Dues Year, or such other date as shall be specified by the Board, designate in writing the Division(s) and corresponding Group(s) in which the Member desires to participate. An Active Member that does not designate a different Division(s) or Group(s) on or before January 1 of each Dues Year, or such other date as shall be specified by the Board shall remain in the Division(s) or Group(s) that it designated previously. Applicants for membership shall designate on their application the Division(s) and Group(s) in which the Member desires to participate.
Section 10.03 Attendance. Representatives of Active Members shall be permitted to attend meetings of any Division, to be heard thereat, and to participate in the Division’s activities; provided, however, that a representative of a non-Member of a Division shall not be entitled to vote at such meeting or be an officer or member of that Division’s Executive Committee. Notwithstanding the foregoing, and subject to the voting restrictions set forth in Section 3.07, Representatives of Active Members may vote at meetings of, or be an officer or member of the Executive Committee of, each Division in which such Member has chosen to participate.
Section 10.04 Executive Committee. Each Division shall have an Executive Committee of seven (7) members consisting of a Chair, First Vice Chair, Second Vice Chair, and a Secretary plus three others.
10.04.1 Quorum. Five members of the Executive Committee shall constitute a quorum.
Section 10.05 Leadership Committee. At the meeting of each Division held prior to the Division meeting held in conjunction with the Officer Nominating Meeting, the Chair of each Division shall appoint a Nominating Committee of five (5) representatives of Active Members in each respective Division, one of whom shall be designated as Chair of such Nominating Committee. No more than one representative of any Member, or of any Chapter, shall be appointed to a Division’s Nominating Committee.
Section 10.06 Nominees. At the Officer Nominating Meeting, the Nominating Committees for each Division shall submit the nominees for their respective Executive Committees including a Chair, First Vice Chair, Second Vice Chair, Secretary and three others, and two (2) nominees for Divisional Directors. In selecting the nominees for Divisional Directors, the nominating committee shall take into account the requirement that in naming the nominees for Division Chair and Division Directors one shall be representative of a Processor, one shall be representative of a Broker, and one shall be representative of a Consumer. Said nominations shall be listed in the Association's bulletin following the Officer Nominating Meeting. The nominees shall file with the President, not later than the deadline set in Section 10.07, a biographical sketch and glossy photograph.
Section 10.07 Additional Nominations. Any person representing a Member of the Division and otherwise eligible in accordance with these Bylaws may be nominated for election as a Division officer, Division Executive Committee member or Division Director, by petition signed by at least ten (10) Members of the Division. Said petition together with a biographical sketch and glossy photograph of the nominee shall be filed with the President not later than twenty (20) days following the Officer Nominating Meeting. Said additional nominees shall be listed in the next Association bulletin.
Section 10.08 Ballots. Unless a nominee is uncontested, the National Office shall print ballots for each Division listing (in alphabetical rotating order) each nominee of a contested election thereof, together with the biographical sketch and photograph of such nominee submitted to the President by each nominee in accordance with sections Section 10.06 or Section 10.07. No later than the forty-fifth (45th) day following the officer Nominating Meeting, the Association shall-mail the ballots for each Division to all Active Members thereof. Nominees who are uncontested shall be elected without the necessity of a vote.
Section 10.09 Voting. Active Members may only vote for nominees from the Division(s) to which they belong and shall mail completed ballots, in envelopes provided by the National Office and which display the Member's name, postmarked no later than the sixtieth (60th) day following the Officer Nominating Meeting, to the certified public accounting firm selected by the Board to act as Teller.
Section 10.10 Tally of Ballots. Officers, members of the Executive Committees, and Divisional Directors shall be elected by plurality vote of the votes cast, provided that the nominees from each of the Processor, Broker/Merchant, and Consumer Groups having the highest number of votes shall be elected as a Divisional Director. The Teller shall tally the ballots and certify in writing the results to the Chair and the President on or before the tenth (10th) day following the postmark deadline. The following ballots shall be void and set aside by the Teller: (1) ballots with late postmarks; or (2) ballots not returned in envelopes provided by the National Office. The Teller shall retain all ballots (including voided ballots), along with the return envelopes and tally sheets for a period of sixty (60) days following the announcement of the winning candidates in the Association's bulletin.
Section 10.11 Tie Vote. In the event of a tie vote, a run-off election shall be held among the tied candidates. National Headquarters shall print ballots listing the names of the tied candidates in alphabetical order and shall mail the ballots to all Active Members of the Division in which the tie occurs within five (5) days from the date said tie is certified by the Teller. Active Members shall mail completed ballots, in envelopes provided by the National Office and displaying the Member's name, postmarked no later than the tenth (10th) day following the date said ballots were mailed by National Office to the certified public accounting firm acting as Teller. The vote shall be tallied in accordance with Section 10.10 and the results announced in accordance with Section 10.12. In the event of a second tie vote, the Division Executive Committee shall break such tie at its next meeting.
Section 10.12 Election Results. The winning candidates shall be listed in the Association's bulletin immediately following the Teller's certification.
Section 10.13 Term. Each Officer and Director and member of the Executive Committee shall serve for a term of two years or until his/her successor shall be elected and qualified. Such term shall commence immediately following the close of the annual convention at which the National Officers are elected. Members of the Executive Committee and Divisional Directors may serve for up to (2) two successive terms after which they shall not be eligible for reelection to those positions until at least two (2) years have elapsed since the expiration of their last term. An individual may serve as an Executive Committee member and a Divisional Director concurrently. No officer shall serve for more than one term in any one office without at least two years elapsing following the expiration of his/her last term before being eligible to serve again in that same office. All officers shall serve at the pleasure of the Members of the Division.
10.13.1 Exceptions. Any term limits expressed in these Bylaws, except for those term limits applicable to the Officers of the Association, can be waived for up to one additional two (2) year term with the unanimous consent of the Executive Committee.
10.13.2 The Board agrees that the term limit exceptions, provided in 9.05.1 and 10.13.1, will sunset two years from the date the exceptions were adopted by the Board (February 21, 2020).
Section 10.14 Vacancy. If a vacancy shall occur for any reason in any office, member of the Executive Committee or Divisional Director, such vacancy shall be filled by a majority vote of the Executive Committee at its next meeting, provided however, that a vacancy on the Board shall be filled by a person from the same Group as that which the Director to be replaced belonged to. The person elected to fill such vacancy shall hold such office or position for the balance of the unexpired term of the person who is being replaced. The filling of an unexpired term shall not constitute the serving of a full term with respect to the length of service prohibition restricting officers, Executive Committee members and Divisional Directors as set forth in Section 10.13.
Section 10.15 Board Privileges. The Division Chair shall be a member of the Board with all voting rights and privileges subject to the restrictions set forth in Section 3.07.
Section 10.16 Reference to Committees. All matters of interest to members of the respective Divisions shall be referred to the appropriate Standing Committees or Divisional Committees of the Association for review and further action by the Board. No Division, Division officer or member of an Executive Committee shall publicly take or announce any position, or purport to act or speak for such Division or for its Members, with respect to any item or pending matter unless specifically authorized by the Board.
Section 10.17 Division Dues or Assessments. Divisions may charge an assessment for specific projects and initiatives of the Division, provided such efforts are consistent with the mission of ISRI.
Section 10.18 Division Powers. The Board of the Division shall have the power to do everything possible to bring about a spirit of cooperation among Division members, shall encourage the use of the facilities and services established by the Association, shall encourage arbitration of disputes among Division members, and shall cooperate with the Officers and Directors of the Association in carrying on the programs of the Association. No Divisions shall do anything inconsistent with, or in conflict with, the Certificate of Incorporation, codes, rules, regulations, policies, and Bylaws of the Association.
Section 11.01 Fiscal Year. The fiscal year of the Association shall commence on January 1 and end on December 31.
Section 11.02 Depositories. All funds of the Association shall be deposited in such banks and trust companies as shall from time to time be designated by the Board, and shall be drawn upon by checks signed by such officers or employees of the Association as may from time to time be designated by the Board.
Section 11.03 Investments. Unless otherwise specified by the terms of a particular gift, bequest, devise, grant, or other instrument, funds and property of the Association may be invested from time to time in such manner, as the Board may deem advantageous, whether or not the investments are of the character that would be required by law for similar funds if held by trustees.
Section 11.04 Audit. There shall be an annual certified audit of all Association books, records, and financial statements by an independent certified public accountant to be selected by the Board following the recommendation of the Audit Committee. The certified public accountant shall also conduct a financial examination of the Chapters’ books and records in a manner and method to be determined from year to year by the Audit Committee. The certified public accountant shall report to the Officers and the Audit Committee.
Section 11.05 Seal. The corporation shall have no seal.
Section 12.01 Declaration of Principle. The speedy and expert determination of disputes by methods, which will preserve good will and friendly relations between the Members and between Members and others, is a principal objective of the Association. To assist in accomplishing this objective, the Association offers the services and good offices of the officers and Members to the parties to a dispute, with the aim of encouraging the principle of arbitration for the specific settlement of controversies.
Section 13.01 Procedure. These Bylaws may be amended by the Board, or the Members, at any meeting at which a quorum is present, by a two-thirds vote of the voting Directors or Active Members (as the case may be) present, provided that notice and a copy of the proposed amendment shall be mailed to each Active Member or Director, as the case may be, not less than seven (7) days prior to the date of such meeting.
Section 13.02 Special Provisions. Notwithstanding anything contained in these Bylaws, no amendment to these Bylaws may be adopted that:
- abolishes or changes any Division or Group;
- changes the criteria for admission to any Division or Group;
- decreases the relative percentage of the Board which the Members of a Division or Group are entitled to elect hereunder, or adversely affects the right of any Divisions or Group's Members to fill vacancies on the Board;
- adversely affects the voting rights of Members of a particular Division or Group relative to the voting rights of Members of any other Division or Group;
- adversely affects the voting rights of any particular Division's or Group's representatives on the Board relative to the voting rights of any other Division's or Group's representatives on the Board;
- affects the right of each Division to have at least one representative on the Leadership Committee pursuant to Section 5.01.
- in any way amends Section 3.07 or this Section 13.02;
unless such amendment is approved by a two-thirds vote of the voting Directors at a meeting called on ten(10) days’ notice and by the vote of two-thirds of the Active Members of the Division(s) or Group(s) adversely affected by such amendment, present and voting separately as a class at a meeting of the Members of such Division or Group duly called to consider such amendment. Notice of the time and place of any such meeting, together with the proposed amendment to these Bylaws, shall be given to each Active Member of such Division or Group by mailing it to such Member at their last known address at least fortyfive (45) days prior to such meeting.