A.1 Vision and Scope
A.2 Objectives
A.3 Membership
A.4 Government
A.5 Society Structure
A.6 Advisory Committee
A.7 International Meetings
A.8 Publications
A.9 Fulfillment of Purposes

Article 1:  Purpose

1.01 Purpose. The society is organized for educational and scientific purposes and shall be dedicated to the study, understanding, and use of design and process science for the benefit of all people throughout the world.  The society will act as a forum for ideas, a center of knowledge and an exchange for information by extending the benefits of Software Engineering principles to all who seek to understand and apply it in accordance with the defining principals.  Design will be considered a primary process deserving special attention and effort on the part of the Corporation.

2.02 Limitations. The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of the Corporation.

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Article 3:  Board of Directors

3.01 General Powers.  The affairs of the Corporation shall be managed by its Board of Directors.  Directors need not be residents of Texas or members of the Corporation.

3.02 Number, Tenure, Election and Qualification. The number of Directors shall be no fewer than three and no greater than twenty. Each Director shall hold office until the next annual meeting of the Board of Directors and until his successor shall have been elected and qualified.

3.03 Regular Meetings.  A regular annual meeting of the Board of Directors shall be held without other notice by this Bylaw.  The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution.

3.04 Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.  The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as a place for holding any special meetings of the Board called by them.

3.05 Notice.  Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the Corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting.

The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for such express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of waiver of notice of such meeting, unless specifically required by law or by these Bylaws. 

3.06 Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 

3.07 Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

3.08 Vacancies.  Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

3.09 Compensation.  Directors as such shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at such regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

3.10 Informal Action by Directors.  Any action required by law to be taken at a meeting of Directors or any action which may be taken at a meeting of Directors, may be taken without a meeting if consent in writing sets forth the action so taken shall be signed by all of the Directors.

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Article 4:  Officers

4.01 Officers.  The officers of the Corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected according to the provisions of this Article.  The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, and such officers shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

4.02 Election and Term of Office.  The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors.  If the election of the officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient may be.  New offices may be created and filled at any meeting of the Board of Directors.  Each officer shall hold office until his successors shall have been duly elected and shall have qualified.

4.03 Removal.  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers so removed.

4.04 Vacancies.  A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

4.05 President.  The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation.  He shall preside at all meetings of the Board of Directors.  He may sign, with the Secretary, or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws by statute to some other officer or agent of the Corporation; and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

4.06 Vice-President.  In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or if there be more than one Vice-President, the Vice-Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all of the restrictions upon the President.  Any Vice-President shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.

4.07 Treasurer.  If required by the Board of Directors, the Treasurer shall give the bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.  He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation and such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 5 of these Bylaws; and, in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

4.08 Secretary.  The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for such purpose; give all notices according to these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation, and affix the seal of the Corporation to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized according to these Bylaws; keep a register of the post office address of each of the Directors which shall be furnished to the Secretary by each Director; and, in general, perform all duties incident to the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

4.09 Assistant Treasurers and Assistant Secretaries.  If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sum and with such sureties as the Board of Directors shall determine.  The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

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Article 5:  Contracts, Checks, Deposits and Gifts

5.01 Contracts.  The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation. Such authority may be general or confined to specific instances.

5.02 Checks and Drafts.  All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the Corporation.

5.03 Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

5.04 Gifts.  The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the purpose of the Corporation.

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Article 6:  Books and Records

6.01 Books and Records.  The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of its Directors.  All books and records of the Corporation may be inspected by any Director or his agent or attorney for any proper purpose at any reasonable time.

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Article 7:  Additional Bylaws/Reference Handbook

7.01 Additional Bylaws/Reference Handbook.  The terms and provisions of the “Reference Handbook” attached hereto as Exhibit “A” shall be considered additional Bylaws of the Corporation as if the same were set forth herein verbatim.

7.02 Conflict in Bylaws.  In the event of any conflict between the Bylaws contained in the “Reference Handbook” attached hereto as Exhibit “A” and the Bylaws set forth in Articles 1-6 and 8-11 hereof, the Bylaws set forth in Articles 1-6 and 8-11 shall control.

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Article 8:  Waiver of Notice

8.01 Waiver of Notice.  Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

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Article 9:  General Provisions Indemnification

9.01  Indemnification of Directors - Permissive.

A. The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a Director of the Corporation if it is determined —

 (1) by majority vote of a quorum consisting of the Directors who at the time of the vote are not named defendants or respondents in the proceeding;

 (2) if such a quorum cannot be obtained, by a majority vote of a  committee of the Board of Directors, designated to act in the matter by a  majority vote of all Directors, consisting solely of two or more Directors who at the time of the vote are not named defendants or respondents in the proceeding; or

(3) by special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in subparagraphs (1) or (2), immediately above, or, if such a quorum cannot be obtained and such a committee cannot be established, by majority vote of all Directors 

that the person —

(a) conducted himself in good faith,

(b) reasonably believed

(i) in the case of conduct in his official capacity as a Director of the Corporation, that his conduct was in the Corporation’s best interest, and

(ii) in all other cases, that his conduct was at least  not opposed to the Corporation’s best interests, and

(c) in case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful; (The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements of subparagraphs (a), (b), or (c), immediately above.) except there shall be no indemnification for obligations resulting from a proceeding which —

(d) the person is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s official capacity or

(e) the person is found liable to the Corporation.

 B. A person may be indemnified under Paragraph A., immediately above, against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding; but if the person is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification —

(1)  is limited to reasonable expenses actually incurred by the person in connection with the proceeding, and

(2)  shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Corporation.

C. If a court of competent jurisdiction determines that a Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he has met the requirements of Paragraph A., immediately above, or had been adjudged liable in (e) of Paragraph A., immediately above, the court may order the indemnification that the court determines is proper and equitable.  The court shall limit indemnification to reasonable expenses if —

 (1) the Director is found liable to the Corporation; or

(2) the Director is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s official capacity.

D. The Corporation may pay or reimburse expenses incurred by a Director in connection with his appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding.

E. Reasonable expenses incurred by a Director who was, is, or is threatened to be named a defendant or respondent in a proceeding may be paid or reimbursed by the Corporation in advance of the final disposition of the proceeding after —

(1) the Corporation receives a written affirmation by the Director of his good faith belief that he has met the standard of conduct necessary for indemnification in this subsection 9.02 and a written undertaking by or on behalf of the Director to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements; and

(2) a determination of the facts then known to those making the determination would not preclude indemnification under this subsection 9.01.

F. The written undertaking required by Paragraph E., subparagraph (1), immediately above, must be an unlimited general obligation of the Director but need not be secured.  It may be accepted without reference to financial ability to make repayment.  Determinations and authorizations of payments under Paragraph E., immediately above, must be made in the manner specified by Paragraph A., subparagraphs (1), (2),    (3), or (4), immediately above, for determining that indemnification is permissible.

9.02  Indemnification of Directors - Mandatory.

A. The Corporation shall indemnify a Director against reasonable expenses incurred by him in connection with a proceeding in which he is a party because he is a Director if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding.

B.  If, in a suit for the indemnification required by Paragraph A., immediately above, a court of competent jurisdiction determines that the Director is entitled to indemnification under Paragraph A., immediately above, the court shall order indemnification and shall award to the Director the expenses incurred in securing the indemnification.

9.03  Indemnification of Officers - Mandatory.  An Officer of the Corporation shall be indemnified as, and to the same extent, provided by Paragraph B. of subsection 9.01 and by subsection 9.02 and is entitled to seek indemnification under those subsections to the same extent as a Director.

9.04  Indemnification of Officers, Employees, Agents -Permissive.  The Corporation may indemnify and advance expenses to an Officer, employee, or agent of the Corporation to the same extent that it may indemnify and advance expenses to Directors in subsection 9.01.

9.05  Indemnification of Nominees and Designees - Permissive.  The Corporation may indemnify and advance expenses to nominees and designees who are not or were not Officers, employees, or agents of the Corporation who are or were serving at the request of the Corporation as a Director, Officer, partner, venturer, proprietor, trustee, employee, agent, or other similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise, or employee benefit plan to the same extent that it may indemnify and advance expenses to Directors under subsection 9.01.

9.06  Liability Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Corporation or who is or was serving at the request of the Corporation as a Director, Officer, partner, venturer, proprietor, trustee, employee, agent, or other similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust or other enterprise, or employee benefit plan, against any liability asserted against him and incurred by him in such capacity or rising out his status as such a person, whether or not the Corporation would have the power to indemnify against that liability under this Article Nine.

9.07  Authorization/Determination.  Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expense must be made in the same manner specified in subsection 9.01, Paragraph A., subparagraph (3).

9.08 Definitions and Presumptions.

(1) “Corporation” means the Corporation, and includes any domestic or foreign predecessor entity of the Corporation in a merger, consolidation, or other transaction in which the liabilities of the predecessor are transferred to the Corporation by operation of law and in any other transaction in which the Corporation assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Article Nine.

(2) “Director” means any person who is or was a Director of the Corporation and any person who, while a Director of the Corporation, is  or was serving at the request of the Corporation as a Director, Officer, partner, venturer, proprietor, trustee, employee, agent, or other similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

(3) “Expenses” include court costs and attorney’s fees.

(4) “Official capacity” means when used with respect to a Director, the office of Director in the Corporation; and when used with respect to a person other than a Director, the elective or appointive office in the Corporation held by the Officer or the employment or the agency relationship undertaken by the employee or agent in behalf of the Corporation but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

(5) “Proceeding” means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

(6) The Corporation is deemed to have requested a Director to serve an employee benefit plan whenever the performance by him of his duties to the Corporation also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan.  Excise taxes assessed on a Director with respect to an employee benefit plan pursuant to applicable law are deemed fines.  Action taken or omitted by him with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan is deemed to be for a purpose which is not opposed to the best interest of the Corporation. 

9.09 Reimbursement.  Any payments made to an Officer, Director, agent, employee or executive committee member of the Corporation such as a salary, commission, bonus, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such Officer, Director, executive committee member, employee or agent to the Corporation to the full extent of such disallowance.   It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the recipient, subject to the determination of the Directors, proportionate amounts may be withheld from future compensation payments to recipient until the amount owed to the Corporation has been recovered.

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Article 10: Seal

10.01 Seal.  The Board of Directors shall provide a corporate seal, which shall have the corporate name inscribed thereon.

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Article 11: Amendment to Bylaws

11.01 Amendment to Bylaws.  These Bylaws may be altered, amended, repealed and new Bylaws may be adopted by a majority of the Directors  present at any regular meeting or at any special meeting, if at least five days’ written notice is given of an intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at such meeting.

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A. 1. VISION AND SCOPE

It is the vision of this society to provide an integrated forum for software engineers of the next millennium. Software engineering is the first transdiscipline.  Thus, until recently it did not have a home society. The Software Engineers Society (SES) will be a catalyst for the discovery of new software engineering approaches for the increasingly complex and abstract design problems that face civilization.

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A. 2. OBJECTIVES

A. 2.1 Promote the development of advanced software engineering techniques, formalisms, and approaches to enhance the engineering problem solving ability of humankind by sponsoring conferences, technical publications and participation in other appropriate activities.

A. 2.2 Encourage and foster research and development to advance the transdiscipline of software engineering.

A. 2.3 Provide leadership and resources to foster meaningful international cooperation among software engineers of the world as well as cooperation among disciplinary organizations.

A. 2.4 Encourage and foster interaction and mutual learning among software engineers who obtained their primary training in a classical discipline.

A. 2.5 Encourage interchange of ideas among software engineers, information technology professionals and organizations by:

a. Disseminating information through publishing and other means;

b. Organizing conferences and programs for presentations and demonstrations to advance the state of knowledge in software engineering;

c. cooperating with other disciplinary professional organizations and committees with respect to software engineering standards, research, and technical meetings;

d. providing a liaison between the Society and Codes and Standards Committees;

e. Providing an atmosphere of fellowship between members in which peer-to-peer associations flourish;

f. Supporting all kinds of distance and continuing education activities;

g. Developing meaningful international cooperation and understanding among software engineers.

A. 2. 6. Recognize achievement in the field of design and process science.

A. 2. 7. Provide long-range planning activities to insure that the Society   achieves its objectives and provides  quality service to its members.

A. 2. 8. Develop and promote membership in the Society.

A. 2. 9. Support student activity.

A. 2. 10. Support other appropriate objectives,

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A. 3. MEMBERSHIP

The Society  will consist of the following grades of membership:

Corporate membership,
Associate Member,
Member,
Senior Member,
Fellow,
Honorary Member,
Student Member

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 A. 4.  GOVERNMENT

A. 4. 1. The affairs of the Society will be managed by the SDPS Board of Directors.

A. 4. 2. The Executive Committee shall consist of the President, President-elect, Immediate Past President, Vice President, Treasurer, and the Secretary.

A. 4. 3. The Executive Committee shall be responsible for the management of SES Headquarters. The Executive Committee shall prepare an annual budget for the approval of the Board of Directors. The Executive Committee shall authorize conventions, conferences, and meetings of the SES.

A. 4. 4. Although the Executive Committee shall have all the powers and duties of the Board of Directors, the SDPS Board of Directors may by majority vote overrule any act or decision of the Executive Committee.

A. 4. 5. The President and Vice President will be selected by the current Board of Directors from  nominees.

A. 4. 6.   The International Board shall be responsible to the SDPS Board of Directors for the development of international policies and activities of the SES in the international arena.  An International Board member from each country shall also function as a liaison representative between the International Chapter and the SES Executive Committee. The International Board will support the development and establishment of electronic communication between SES members and Chapters.

A. 4. 7. The deposit, investment, and disbursement of all funds will be subject to the direction of the SDPS Board of Directors.

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A. 5. SOCIETY STRUCTURE

A. 5. 1. For administrative and technical activities, the Society membership will be divided into smaller sub-units (Chapters) for different countries and  regions.

A. 5. 2. The Provisions of the Constitution, By-Laws,  Society Policies and Procedures established by the Board of Directors will govern the policies and procedures of all sub-units  of the Society.

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A. 6. ADVISORY COMMITTEE

The Advisory Committee will consist of representatives from industry (senior executives of corporations), Government, and academy. The Chairman of the Advisory Committee will be appointed by the Board of Directors upon the recommendation of the Advisory Committee. The Advisory Committee will provide guidance in regard to SES operating policies, procedures and other related activities. They will be available to provide advice to the Board of Directors as requested.

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A. 7. INTERNATIONAL MEETINGS

A. 7. 1. The location and  date of the International Annual Meeting (technical paper presentation and discussion) of the Society will be designated by the SES Executive Committee.

A. 7. 2. There will be a Business Meeting of the Society during the International Annual Meeting. A special Business Meeting may be called at any location and date by the Board of Directors and the Executive Committee.

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A. 8. PUBLICATIONS

 of any nature will be issued in accordance with the SES publication guidelines.

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A. 9. FULFILLMENT OF PURPOSES

A. 9. 1. DEFINING PRINCIPLES

The Society will be based on the three “E’s” as defining principles:

Environmental: Human initiated processes must be designed and implemented to act in cooperation with the natural processes of the earth to produce a beneficial and sustained environment for all inhabitants.

Ethics: Processes must be based on  truth: propagating the virtues of understanding, charity, dignity, and fairness while preventing the vices of deception and self-interest.

Economics: Processes must seek to achieve a practical balance between the complexity of the process and the effort required to realize it.

A. 9. 2.  CONFERENCES AND MEETINGS

The Society will serve as sponsor or co-sponsor of  major conferences organized by the other societies each year. The Conference  Committee, designated by the SES  Executive Committee will be responsible for the overall conference  publicity, special promotional mailing, exhibitor brochures, conference programs, press release and press coverage during the conference, and any other publicity related conference functions.

A. 9. 3. CODES AND STANDARDS

The  Codes and Standards Committee will be  under the direction of the Board of Directors. The Codes and Standards Committee will consist of a Committee Chairman and 5 members-at-large. The Committee will be responsible for conducting and coordinating the Societies involvement in all standards activities, including: development of new standards, approving and publishing SES standards, and cooperating with the other International Societies on standards matters.  The Chairman of the Codes and Standards Committee will be appointed by the Board of Directors upon a recommendation from the Codes and Standards Committee. The term of the Chairman will be one year.

The Committee members-at-large will be appointed by the Board of Directors from nominees recommended by the Codes and Standards Committee. The term of the Committee Members will be four years.

A. 9. 4. PUBLICATIONS

The  following  publication activities will be under the direction of the Board of Directors;

a. developing policies and procedures for books, and conference and Journal publications,

b. developing policies and procedures for the SES magazine,

c. protecting SDPS copyrights,

d. publishing standards.

Quarterly  a  Design and Process World  Magazine and quarterly journal entitled  SDPS Transactions: Journal of Integrated Design and Process Science will be published by the SDPS-SES. SES may publish an annual Directory containing lists of  SES members, subject to the approval of the Board of Directors.

A. 9. 5. EDUCATION

SES will prepare and conduct educational programs to support the individual member for their professional career, with particular emphasis on Design and Process Science education (software design and development etc), continuing education, and career development.

A. 9. 6. AWARDS AND ACHIEVEMENTS

Recognition of outstanding achievements in the field of Software design and development  will be administered by the Award Committee, subject to the approval of the Board of Directors. The Award Committee will be appointed by the Board of Directors for a specified term. SES Award categories and purposes will be  identified by the Board of Directors.

A. 9. 7.  MEMBERSHIP

SES membership will be offered to professionals with appropriate academic and work experience. College students in all disciplines with a in-depth interdisciplinary involvement will also accepted.  Qualified individuals should submit their applications with membership dues to the SES for review and processing. The SES membership will consist of Corporate membership, Associate Member, Member, Senior Member, Fellow, Honorary Member. In addition, there will be Student members. Note that, no SES membership fee will be charged to SDPS members if they wish to be SES member.

A. 9. 7. 1.  Corporate Membership

Corporate membership will be given to legal entities such as corporations and organizations.

A. 9. 7. 2.   Associate Member

Associate Membership will be given to technical and nontechnical individuals who do not presently meet the qualifications for Member grade, but would benefit by participating in SES activities. Associate Members can progress through continuing education and work experience to Member grade.

A. 9. 7. 3.   Member

The Member grade is given to those who have demonstrated professional competence in design and process science. For admission or advancement to the grade of Member, a person should hold a baccalaureate degree, or its equivalent from a recognized educational program in any field. An Associate Member who has five years of engineering experience in design and process improvement may apply for transfer to the grade of Member. 

A. 9. 7. 4.  Senior Member

Senior Member is the highest grade of SES membership given to  candidates who have been active in professional practice for 10 years or member of SES for five years at the time of admission or advancement to  Senior Member.

A. 9. 7. 5.  Fellow

A Fellow, a membership grade of distinction in SES related professions, is elected by the Board of Directors based upon a candidate having been responsible for significant engineering achievements in design and process improvement. Normally, a candidate should have ten years of active practice and should hold Senior member grade at the time of nomination.  Ten years of membership requirement may be waived for a Fellow candidate who has 15 years of professional practice (as needed to qualify for Senior member grade) and who has demonstrated significant achievements or truly outstanding contributions in at least one of the following categories:

1. Integration of disciplines, theories and methodologies.

2. Development scientific principles and methods for design and process science as applied to traditional disciplines of engineering.

3. Industrial leadership and innovation.

4. Educational leadership and creativity.

A nomination for promotion to Fellow must be initiated by a Fellow  of any other society or a Member of SES and supported by at least five additional sponsors. The candidate and at least 3 out of 5 sponsors  must be Members of SES at the time of nomination.

A. 9. 7. 6.  Honorary Member

The grade of Honorary Membership recognizes unusual accomplishment in engineering,  science,  or public service and other allied pursuits beneficial to the design and process science.

A. 9. 7. 7.    Student Member

An undergraduate or graduate students regularly enrolled, in a university program who feels the need for interdisciplinary involvement at a professional level will meet the requirements for appointment to Student grade.

A. 9. 8.  FEES AND DUES

A. 9. 8. 1.  The annual dues for all  SES members, other than students, shall be sixty-five dollars ($65). Dues for students (must be full time student) shall be fifteen dollars ($15). Student members transferring to a higher grade without interrupting their membership shall pay thirty-five dollars ($35) until they are 30 years of age at which time the regular membership dues of sixty-five dollars ($65) will be applicable. Membership dues shall be waived for those elected to SES Honorary membership

A. 9. 8. 2.   A fifty percent reduction in SES dues shall be made for :

a)  members who did not exceed the minimum income level for the prior year (less than; 150x$65=$9750/year), and

b) retired members (over 65 years old) not holding any kind of job.

A. 9. 8. 3.   Members from countries listed in Table 1  shall pay membership dues of twenty five dollars, 40% ($10.0) of which shall be allocated to the respective country’s  chapter account for the purpose of supporting chapter activities. Student members from countries listed in Table 1 shall pay membership dues of $5. All other countries’ membership dues shall be sixty five dollars ($65), 30% ($19.50) of which shall be allocated to their respective chapters.

A. 9. 8. 4.  Dues for regular membership (members who pay reduced membership fee are included) include quarterly published “Design and Process World” and “SDPS-SES Transactions: Journal of Integrated Design and process Science.”

A. 9. 8. 5.   Dues for corporate membership will be a minimum of $2,000.

Services provided will include:

1) promotion of the member corporation through  society publications such as SDPS-SES Journal, Magazine, conference proceedings etc.,

2) one honorary registration a year to World Conference on Integrated Design and Process Technology  (IDPT),

3) delivery of publications in electronic form or hard copy.

 

A. 9. 9.  INTERNATIONAL CHAPTERS

A. 9. 9. 1.   The objective of an International Chapter shall be to promote the ideals of the SES through a local organization. To establish an International Chapter, a written request signed by  at least 25 SES members is required. Such a unit shall be called  the “International Chapter of the Software Engineering Society.’’ Each International Chapter shall establish its own bylaws, for the conduct of its affairs, which must be consistent with the SES constitution and bylaws.

A. 9. 9. 2.  The International Board shall consist of one SES member from each country. The terms of the board members representing each country shall be four years. International Board members shall be selected by the SDPS-SES Board of Directors from a list of nominees. The Chairman of the International Board shall be appointed by the SDPS Board of Directors upon recommendation from the International Board members. The term of the Chairman will be one year.

A. 9. 9. 3.  The  Vice President of each International Chapter shall serve on the International Board as coordinator of their chapter activities. 

A. 9. 9. 4. The International Board shall give thirty days  notice before suspending any International Chapter.

A. 9. 9. 5.    International Chapters shall have the right to use their funds for any purpose necessary to promote chapter objectives. However, no International Chapter or any officer or representative thereof, shall have authority to contract debts for, pledge the credit of, or in any way bind the SES for those activities. International Chapters shall submit a financial statement to the SES Executive Vice president and to the Chairman of the International Board at the end of the fiscal year.

A. 9. 9. 6.  International Chapters that publish a periodical shall inform the International Board and shall provide the SES Headquarters with copies thereof, as published.

A. 9. 9. 7.   With the approval of the International Board, International Chapters may support the following activities: conferences or symposia; joint International Chapter meetings; student activities.

A. 9. 9. 8.  Funds obtained from member dues shall not be used for scholarhips, fellowships, and other educational awards. There shall be an International Chapter account for each country to support scholarships, fellowships, and other scholarly and educational activities such as supporting visiting faculty and researcher exchange. 

A. 9. 9. 9. Donations should be encouraged by the use of tax exempt mechanisms. All funds derived from  permitted sources shall be deposited in the International Chapter account.