Rules & procedures

ByLaws of I-INCE
PDF version of ByLaws

Article 1. NAME

The International Institute of Noise Control Engineering (the "Institute") is an international, non-profit, non-governmental, scientific and engineering organization established on the basis of Swiss Civil Law (Schweizerisches Zivilgesetzbuch, Art. 60 ff.). The date of establishment was 1974 October 01. The abbreviation of the name of the Institute shall be "I-INCE".

Article 2. FIELD OF INTEREST

The field of interest of the Institute shall be noise (unwanted sounds), and vibrations that produce such sounds.

Engineering aspects of the field of interest involve the application of physical means to analyze and optimize the levels of noise and vibration produced by structures, machines, products, systems, and processes. The means of achieving the optimum levels include control of the generation, transmission, and radiation of fluid-borne sound and solid-borne vibration. Optimization includes consideration of scientific and engineering principles as well as socio-economic aspects.

Scientific and socio-economic aspects of the field of interest relate the effects of noise and vibration on individuals and communities to the acoustical environment for human activities. These aspects involve psychological and physiological acoustics, social and economic studies of the response of people to sound and vibration, and cost-benefit analyses of technical options to control noise. Included within the Institute's field of interest are international and national standards, health and safety regulations, ordinances, and governmental strategies and policies, such as land-use planning.

Article 3. KEY GOALS

Key Goals of the Institute are to:

  1. Serve as a federation of professional societies of the world that is dedicated to advancing technical developments in the engineering control of noise and vibration; and to
  2. provide a leadership role in promoting the applications of noise and vibration control technology for the benefit of mankind.

To achieve the Key Goals, the Institute recognizes the needs and responsibilities of noise control engineers in all countries. The Institute seeks to unite these engineers in common purpose through close cooperation with their national professional societies with interests in the engineering aspects of noise and vibration control.

Article 4. PRINCIPAL OBJECTIVES

The Principal Objectives of the Institute are international in scope and aim to:

  1. ensure the successful continuation of the annual international congresses on noise control engineering (the INTER-NOISE series) by selecting the venues and the Member Societies that act as hosts, and by overseeing the organization of each congress;
  2. sponsor or organize international conferences and seminars on particular subjects within the Institute's field of interest;
  3. promote the international exchange of information related to the engineering control of noise and vibration through the publication of a news magazine, Noise/News International, and the maintenance of an I-INCE web site on the Internet;
  4. define long-range noise-control policy goals; develop initiatives that provide an international consensus toward eventual achievement of these goals; and publish documents reporting on technical work related to these issues;
  5. promote international cooperation in research, and in the application of engineering techniques for the control of noise and vibration;
  6. form a link between persons and organizations working on engineering aspects of noise and vibration control and related disciplines, including mechanics, and the psychological and physiological effects of noise and vibration;
  7. establish liaison with other international and regional organizations, as well as governmental bodies, to promote programs and activities that will reduce the harmful or annoying effects of noise and vibration;
  8. promote the recognition of noise control engineering as a technical profession requiring formal training and practical experience;
  9. encourage the development of curricula in noise control engineering at educational institutions;
  10. attract qualified persons to the profession by publicizing the achievements of noise control engineers and their contributions to the public welfare; and
  11. undertake appropriate programs and activities that advance professionalism in noise control engineering and protect the public health and welfare.
Article 5. MEMBERSHIP

5.1 Members

Members of I-INCE include: Member Societies, Institutional Members, and Sustaining Members. Member Societies are categorized according to the number of their individual members with interest in noise and vibration control. Criteria for categorization of the Member Societies shall be established by the I-INCE Board of Directors, and, after review and approval by the I-INCE General Assembly, shall be incorporated in the Rules of the Institute. Individuals may also affiliate with the Institute if the Board of Directors authorizes such affiliation in the future.

5.2 Eligibility

Eligibility requirements for membership in I-INCE are:

  1. Member Societies: Not-for-profit professional societies having goals and objectives that are consistent with those of the Institute, provided the societies in turn are open to membership by individual persons.
  2. Institutional Members: Not-for-profit educational institutions and research organizations whose goals and objectives are consistent with those of the Institute.
  3. Sustaining Members: Any organization, corporation, company, or person interested in the work of the Institute.

All applications for membership by professional societies and for changes in membership status by Member Societies shall be reviewed by the Institute's Board of Directors and approved by the General Assembly. Eligibility requirements for individual affiliates may be given in an applicable Rule of the Institute.

5.3 Termination

Membership in the Institute may be terminated at any time by submittal of a written resignation to the Secretary-General or upon the recommendation of the Board of Directors and approval by the General Assembly.

5.4 Affiliated Organizations

International and regional organizations involved in acoustics and vibration, and in other fields of interest closely related to that of the Institute, may be admitted by the I-INCE Board of Directors as Affiliated Organizations of the Institute.

Each Affiliated Organization may appoint an observer, who may participate in the meetings of the General Assembly without voting privileges. The Board of Directors shall have the reciprocal right to appoint a nonvoting observer to the corresponding council or executive body of the Affiliated Organization.

An Affiliated Organization and the Institute are mutually obliged to keep each other informed when organizing international and regional meetings in order to coordinate such activities to the maximum extent possible.

Affiliated organizations are not required to make annual payments to the Institute.

Article 6. MANAGEMENT OF THE INSTITUTE

The Officers, the Board of Directors, and the General Assembly share responsibilities in the management of the affairs of the Institute.

Article 7. SECRETARIAT

The Institute shall establish and operate a Secretariat under the overall direction and supervision of a Secretary-General whose duties are described in Article 9.

The Secretariat shall maintain copies of the records of the meetings of the Board of Directors and the General Assembly. Within six (6) months following a meeting, the Secretariat shall arrange for electronic distribution of the records of a Board meeting to the Officers and Directors and of a meeting of the General Assembly to the designated representatives of the Member Societies of the Institute.

The Secretariat is the headquarters of the Institute with responsibility for relations with the membership and with affiliated and other organizations.

Article 8. BOARD OF DIRECTORS

8.1 Composition

The Board of Directors of the Institute shall be composed of: three Directors representing the three most recent INTER-NOISE Congresses and three Directors elected by the General Assembly, Distinguished Board Members, and the Officers of the Institute (the President, one or more Vice Presidents, the Secretary-General, and the Treasurer). The number of Vice Presidents in office at any one time is not fixed. All Vice Presidents shall be members of the Board.

The minimum number of Directors shall be ten (10): three Directors representing the three most recent past INTER-NOISE Congresses, three Directors elected by the General Assembly, the Immediate Past President, and three Officers (President, Secretary-General, and Treasurer).

8.2 Vacancy

With the concurrence of the Board, the President may fill a vacancy on the Board, arising at any time and from any cause, with the appointment of a noise control engineer for the unexpired term of the individual vacating the Board.

8.3 Distinguished Board Members

The Board may elect an individual as a Distinguished Member of the Board of Directors. The individual shall have made significant contributions to the Institute. Distinguished Board Members serve with vote. The Board shall specify their privileges, duties, and tenure.

8.4 Responsibilities of the Board

The Board of Directors shall be responsible for managing and controlling the affairs and property of the Institute, and for specifying the policies of the Institute. The Board shall have the full power to interpret the meaning of any provision of these Bylaws and to adopt rules, not inconsistent with these Bylaws, governing actions that may be taken by the Board or the General Assembly. Rules relating to the responsibilities, operations and actions of the General Assembly shall be approved by the General Assembly.

8.5 Election

A Director representing a previously held INTER-NOISE Congress shall be elected by the Institute's Board of Directors. Election of a Director representing an INTER-NOISE Congress shall be held during the Congress or within six (6) months after the Congress. Every third year at this election three Directors shall be elected from candidates nominated by the General Assembly.

8.6 Candidates

Acting upon the recommendation of the Nominating Committee (see Article 10), a candidate for election as a Director representing the most recent INTER-NOISE Congress shall be invited to serve by the I-INCE President and shall be selected from the members of the Organizing Committee that had primary responsibility for the INTER-NOISE Congress. If no suitable candidate is available from the Organizing Committee, the Board shall elect an alternative candidate. Every third year three candidates nominated by the General Assembly shall be elected.

The President shall request, and the candidates shall provide, written assurance that all candidates will make good-faith efforts to attend all meetings of the Board of Directors and to participate in the work of the Board during their term of office.

8.7 Terms of office

The term of office of a Director representing an INTER-NOISE Congress begins on January 01 of the year following the year in which the Congress was held and extends for three (3) years thereafter. The term of office of the three Directors elected by the General Assembly shall be for three years beginning on January 01 of the year following election.

The term of office of a Distinguished Board Member shall be one year. The individual is eligible for re-election.

The longest period of continuous service as a regular member of the Board, other than as an officer or Distinguished Board Member, shall be six years.

8.8 Meetings

The President shall call at least one meeting of the Board of Directors in every calendar year. This annual meeting shall be held on a date and at a time and place fixed by the President, preferably in conjunction with, and preceding, an INTER-NOISE Congress.

Other meetings of the Board, in person or by telephone or other means, may be held upon the request of either the President or a majority of the Board at such times and places as the President or the Board may determine.

8.9 Quorum

A quorum for transaction of business at a meeting of the Board shall be a simple majority of the Directors then in office.

Article 9. OFFICERS OF THE INSTITUTE

9.1 Officers

The officers of the Institute are the President, the Vice Presidents, the Secretary-General and the Treasurer. One of the Vice Presidents may be elected to serve as President-Elect. Officers serve as Directors during their terms of office.

9.2 Election of Officers

The officers are elected, or re-elected, by a simple majority of the Directors present and voting at an annual meeting of the Board of Directors. Those voting in such elections shall not include any officer or Director who is a candidate.

A person currently serving as a Director (or Designated Alternate) may be elected a Vice President, while continuing to serve out a term as Director.

9.3 Terms of office

The term of office of the President, the Secretary-General, and the Treasurer shall be four (4) years. The term of office of a Vice President shall be three (3) years. Newly elected and reelected officers take office on January 01 of the year following the Board meeting at which they were elected or reelected.

A Vice President, the Secretary-General, and the Treasurer are eligible for re-election by the Board for one additional term.

The President shall not be eligible for reelection to the office of President, but shall serve on the Board as the Immediate Past President for one term of four years. Subsequently, the Past President may be elected to serve as a Distinguished Board Member, or as a Vice President.

The Board may arrange the terms of the Vice Presidents on a staggered basis, in which case the duration of a Vice President's term may be less than three years. The President, Secretary-General, and Treasurer may be elected for shorter terms than four (4) years.

An officer's term as Director of the Institute coincides with the term as an officer. The only exception is when a Director is elected a Vice President; then the term of office as Director of the Institute is that of the Director or the Vice President, whichever is longer.

9.4 Removal

Any officer or Director of the Institute may be removed, with or without stated cause, by majority vote of the Directors then in office at any meeting of the Board of Directors at which a quorum exists. The officer or Director shall not vote on the question of removal.

9.5 Duties of the President

The President shall be the Chief Executive Officer of the Institute and shall be so identified as the "CEO". The President presides at all meetings of the Board of Directors and the General Assembly. The President works actively with the Member Societies to carry out the policies and objectives of the Institute through the programs for which the General Assembly is responsible. The President exercises general charge and supervision of the affairs of the Institute, subject to the policies established by the Board of Directors and the Rules of the Institute.

The President shall appoint the chair and members of the Nominating Committee (see Article 10), subject to the approval of the Board. All agreements, contracts, and financial obligations shall be reviewed and approved by the President before they are signed by the Secretary-General or Treasurer acting for the Institute. The President shall perform such other duties as may be assigned by the Board of Directors, and shall be an ex officio member of all committees.

The President, Secretary-General, and Treasurer shall conduct the day-to-day business of the Institute with the assistance of the Operating Committee, if such a committee is established (see Article 11).

9.6 Duties of Vice Presidents

Vice Presidents shall have such powers and perform such duties as may be assigned by the Board of Directors. The Vice President's subtitle indicates the area in which duties have been assigned (e.g., Vice President - Communications).

As the Board has authorized the geographical grouping of Member Societies in regions or councils, Vice Presidents may be elected to represent such regions or councils.

One of the Vice Presidents may be elected President-Elect, to take office at the conclusion of the incumbent President's term. Should the President be incapacitated and be unable to competently discharge the duties of the office of President as determined by the Board, the President-Elect shall fulfill these duties for the remainder of the President's term.

9.7 Duties of the Secretary-General

The Secretary-General, as the chief administrative officer of the Institute, acting under the direction of the President, is responsible for the general management and administration of the Institute. The Operating Committee, if established (see Article 11), shall assist the President, Secretary-General, and Treasurer in the execution of their duties.

The Secretary-General shall be responsible for the operation of the Institute's Secretariat (see Article 7) and shall implement the policies and rules of the Institute as established by the Board of Directors and reviewed by the General Assembly.

9.8 Duties of the Treasurer

The Treasurer, as the chief financial officer of the Institute, acting under the direction of the President, is responsible for the finances of the Institute.

The Treasurer maintains all financial records of the Institute, maintains the Institute's bank and investment accounts, prepares a budget for the Institute (see Article 17), and submits annual financial reports to the Board of Directors and the General Assembly. An annual financial report shall contain a balance sheet, a statement of the Institute's income and expenses, a summary of cash receipts and disbursements, and other financial information that may be requested by the Board of Directors or General Assembly. Prior to submittal, annual financial reports shall be audited by an independent outside agency.

Article 10. NOMINATING COMMITTEE

The Nominating Committee shall consist of one representative from each of the three geographic areas of the Institute (Asia-Pacific, Europe-Africa and Pan America). The Nominating Committee shall recommend one or more candidates for each of the offices that the Board wishes to fill, and shall ascertain before nomination that a prospective candidate is willing to serve if elected. The members of the Nominating Committee shall be appointed by the President and approved by the Board.

Article 11. OPERATING COMMITTEE

The President may establish an Operating Committee by appointing its members. The Operating Committee shall consist of Officers of the Institute, and not more than two other persons. The committee shall assist in the handling of administrative and financial matters between meetings of the Board and the General Assembly. Actions of the Operating Committee shall be reported in summary form at each meeting of the Board and the General Assembly.

Article 12. GENERAL ASSEMBLY

12.1 Composition

The General Assembly of the Institute shall be composed of the Directors in office at the time of the meeting and the Corresponding Members representing the Member Societies. Both Directors and Corresponding Members have voting rights. Each Member Society shall appoint one of its members to serve as the Corresponding Member to the General Assembly.

Institutional Members, Sustaining Members, and Affiliated Organizations may be represented at meetings of the General Assembly as observers without voting rights.

Any member of a Member Society may attend a meeting of the General Assembly without vote.

12.2 Meetings

The General Assembly shall meet at least once a year, preferably in conjunction with and preceding an INTER-NOISE Congress.

The Secretary-General shall prepare an agenda and issue the call for a meeting of the General Assembly. The agenda and call for meeting shall be distributed by the Secretariat. The President shall chair the meeting.

12.3 Responsibilities

The responsibilities of the General Assembly are to:

  1. receive and approve reports from the President and Secretary-General on the activities of the Institute,
  2. receive and approve audited reports from the Treasurer on the financial status of the Institute for the preceding year,
  3. receive a report from the editor of Noise/News International,
  4. every third year elect to the Board one member from each of three Member Societies from different geographical regions (Europe-Africa, Pan-America, and Asia-Pacific),
  5. monitor and approve the technical work of the Institute,
  6. develop recommendations for accomplishing the Key Goals and Principal Objectives of the Institute,
  7. approve any changes proposed by the Board of Directors in the amounts of the annual payments to the Institute by the Member Societies,
  8. approve all applications for membership by professional societies and for changes in membership status by Member Societies after the applications have been reviewed by the Board of Directors,
  9. approve all terminations of membership upon the recommendation of the Board of Directors, and
  10. review the Institute's Bylaws and approve amendments to the Rules of the Institute.

12.4 Technical work of the Institute

The technical work for which the General Assembly shall be primarily responsible relates to the development and implementation of technical initiatives and to the publication program of the Institute.

Recommendations and reports of the technical work of the Institute shall be submitted to the Board of Directors for implementation and publication. Procedures for publication of the Institute's documents shall be established by the Board and incorporated in the Rules of the Institute.

12.5 Voting rights

The number of votes that may be cast by the Corresponding Member of a Member Society at a meeting of the General Assembly depends upon the membership category of the Member Society. Membership categories shall be those as described in the Rules of the Institute.

On any specific question, the number of votes to be cast by a representative of a Member Society shall not be split or divided.

A Director of the Institute shall have one vote at a meeting of the General Assembly.

Article 13. INTERNATIONAL CONGRESSES ON NOISE CONTROL ENGINEERING

13.1 Continuation of the INTER-NOISE series

The Institute shall act to assure the continuation of the INTER-NOISE series of annual international congresses on noise control engineering in the countries of the Member Societies.

13.2 Organization

After due consideration, the Board of Directors shall invite a Member Society (or a group of Member Societies) to host an INTER-NOISE Congress by undertaking the organization of such a Congress. The organization of the Congress shall conform to those Instructions of the Institute that prescribe the procedures to be followed. Such Instructions shall be revised frequently to reflect improvements that have been made, or should be made, to the organization of an INTER-NOISE Congress.

To assist the Board in making its decisions, a Congress Selection Committee has been established. The procedures of the Congress Selection Committee shall be specified in the Rules of the Institute.

All legal and financial obligations related to, and in connection with, an INTER-NOISE Congress rest with the Member Society (or Member Societies) that accepts the invitation to organize an INTER-NOISE Congress. A letter of agreement shall be co-signed by the I-INCE President and an authorized representative of the host Member Society. The letter shall detail all financial arrangements for the Congress, including payments to the Institute from the registration fees that are collected (see Section 15.3).

Article 14. NOISE/NEWS INTERNATIONAL

Noise/News International, the news magazine of the Institute, may be published in cooperation with a Member Society.

Each Member Society shall provide for the publication in Noise/News International of national news related to the engineering control of noise and vibration, as well as news of activities of the Member Society and individuals in the Institute's field of interest.

Each Member Society shall arrange to circulate copies of the magazine to those of its individual members who have expressed an interest in the engineering control of noise and vibration.

The number of copies required by a Member Society for circulation to its individual members shall be specified to the editor in advance of publication, by a date to be specified by the editor.

Article 15. INCOME

15.1 Sources of income

Sources of income to the Institute are:

  1. annual payments by the Member Societies, Institutional Members, and Sustaining Members;
  2. fees paid to the I-INCE Treasurer by the person responsible for the finances of an INTER-NOISE Congress. The fee shall be based on the total number of paid registrants at the Congress. Such fees are used to defray the cost of the services provided by the Institute, including the preparation and distribution of Noise/News International;
  3. special gifts and grants;
  4. individual subscriptions to Noise/News International; and
  5. interest on the reserve funds of the Institute.

15.2 Annual payments

The annual payments for each Member Society, Institutional Member, and Sustaining Member shall be established by the Board of Directors and approved by the General Assembly. The amounts of the payments shall be as given in the Rules of the Institute.

In each calendar year, payments shall be invoiced to the membership of the Institute by the I-INCE Treasurer no later than January 15. All payments shall be in a currency specified on the invoice and shall be payable to the International Institute of Noise Control Engineering. The payments shall be transmitted to the Treasurer for deposit in the Institute's bank account, or accounts, as ordered by the Board of Directors.

If the Treasurer does not receive payment for any year by May 15, the Treasurer shall issue a past-due reminder invoice. If payment for a given calendar year is not received by September 15 in that year, the membership may be terminated upon the recommendation of the Board of Directors and the approval of the General Assembly.

15.3 Fees from INTER-NOISE Congresses

The amount to be paid to the Treasurer from the registration fees collected at an INTER-NOISE Congress shall be established by the Board of Directors and reviewed by the General Assembly.

These fees shall be paid to the I-INCE Treasurer in the currency specified on the invoice within three (3) months after the close of an INTER-NOISE Congress.

Article 16. OPERATING EXPENSES

Operating expenses for the Institute shall be are those incurred to operate the Secretariat and the Treasurer's office, and a portion of the cost of publishing Noise/News International.

The President and the Secretary-General may receive discretionary funds from the Institute to cover out-of-pocket expenses incurred on behalf of the Board or the General Assembly. The Institute shall not reimburse any other expenses unless specifically authorized in advance by the Board of Directors.

For this edition of the I-INCE Bylaws, the policy of the Institute is to not pay any salaries or honoraria.

Article 17. ANNUAL BUDGET

The Treasurer shall prepare a draft budget showing estimated income and planned operating expenses (and any known exceptional expenses) for the fiscal year following an annual meeting of the Board of Directors.

The draft budget shall be submitted to the President not later than two months before the annual meeting of the Board of Directors.

The Board shall approve a fiscal year's budget not later than December 31 of the prior year.

Article 18. FISCAL YEAR

The fiscal year of the Institute shall be the calendar year.

Article 19. INDEPENDENT AUDITOR

An independent auditor of the Institute's financial records shall be selected by the President and approved by the Board of Directors for a specified term of engagement.

Article 20. LIABILITIES

The liability of a Member Society for the debts or other obligations of the Institute shall not exceed an additional one-year's annual payment by the Member Society to the Institute. A Director or officer acting in the affairs of the Institute in good faith, and with ordinary diligence and reasonable discretion, has no personal liability for the debts, liabilities, or other obligations of the Institute.

Article 21. AMENDMENTS

The Board of Directors may amend these Bylaws, with revisions to be reviewed by the General Assembly. Action by the General Assembly to change a Bylaw requires a two-thirds majority of the votes by the designated Member Society representatives present and voting on a proposed amendment.

Article 22. DISSOLUTION

At a meeting of the Board where a quorum has been established, the Board of Directors has the right to dissolve the Institute by an affirmative vote of at least two-thirds of the Directors then in office. In the event of dissolution, any remaining assets shall be divided among the Member Societies to the extent permitted by Swiss Civil Law.

Article 23. LEGAL STATUS

The Institute was established at the following address: International INCE, 8332 Zurich-Russikon, Switzerland. All legal actions are restricted to Zurich 1 (Gerichtsstand).

Article 24. RULES OF THE INSTITUTE

The Board of Directors shall establish and publish appropriate Rules for operating and governing the Institute. The Rules shall be separate from, but consistent with, these Bylaws. New and revised rules shall be reviewed and approved by the General Assembly. Action by the General Assembly to change a Rule requires a two-thirds majority of the votes by the designated Member Society representatives present and voting on a proposed amendment.

The Rules of the Institute shall be maintained by the Secretariat. A copy of the latest issues of the Rules, Instructions, and Bylaws shall be available at meetings of the Board of Directors and the General Assembly.

Article 25. EFFECTIVE DATE

These Bylaws were approved by the Institute's Board of Directors on 2014 November 15 and reviewed by the General Assembly on 2014 November 16. They shall be effective immediately. These Bylaws supersede previous editions dated 1974 September 20, 1978 June 23, 1989 February 01, 1997 August 24, 1998 November 14, 2003 August 24, 2005 August 7 and 2012 August 18.