WSC Board Bylaws

WINTER SIMULATION CONFERENCE BOARD BYLAWS – December 1995

Article I - Name, Founders of the Board, and Purpose of Bylaws

Section 1. The name shall be the "Winter Simulation Conference Board,"
hereinafter referred to as "the Board".

Section 2. The founding Members of the Board are: the American Institute of
Industrial Engineers; the Systems, Man, and Cybernetics Society of the
Institute of Electrical and Electronics Engineers; the College on Simulation
and Gaming of The Institute of Management Sciences; the Operations Research
Society of America; the Special Interest Group on Simulation of the
Association for Computing Machinery; and The Society for Computer Simulation.

Section 3. The purpose of the Board bylaws is to establish the operating
policy of the Board. The Board's major responsibility is, under the
sponsorship of its members, to hold an annual Winter Simulation Conference on
discrete and combined (discrete/continuous) simulation. Other
responsibilities are to provide continuity and control of said meetings and to
promote and encourage cooperation of the members regarding discrete and
combined simulation. Members, Sponsors and Organizations are used synonymously
in the bylaws.

Article II - Membership and Admissions

Section 1. Membership in the Board is open to all non-profit national and
international organizations that have an interest in furthering the purpose,
understanding, appreciation and utilization of discrete and combined
simulation and which meet the requirements of these bylaws. Such
organizations may have, in addition to itself, one or more of its professional
subunits on the Board. However, each organization will have only one (1) vote.

Section 2. Organizations may be admitted to the Board by applying in writing
to the Board and receiving the affirmative vote of at least two-thirds (2/3)
of the Board, with each member having one vote. However, the membership of any
organization admitted less than ninety (90) days prior to the opening of a
Winter Simulation Conference shall not become effective until one (1) minute
after the end of the closing session of that Conference.

Section 3. In accepting membership on the Board, an organization agrees to
cosponsor both the next Winter Simulation Conference and the Call for Papers
for the following Winter Simulation Conference. Sponsorship shall be effected
by payment in funds and/or services, as voted on by the Board, to the
Conference Business (Financial) Chairperson, of the sponsor's share of the
estimated pre-Conference expenses (costs reasonably expected to be incurred
before the receipt of any Conference fees). Money payment must be effected
within ninety (90) days of the close of the preceding Winter Simulation
Conference or, in the case of new members, within sixty (60) days of
admission; payment of services must be provided based on a schedule provided
by the Financial Chairperson.

Section 4. A member may withdraw from the board at any time by sending a
letter of resignation to the Chairperson of the Board. No vote of the Board
is required. If the member withdraws more than one hundred twenty (120) days
prior to the start of a Conference, it may choose whether or not it wishes to
be listed a sponsor for that Conference; if it withdraws less than one hundred
twenty (120) days before a conference, it will be listed as a sponsor. If a
withdrawing member has undertaken sponsorship of any forthcoming Conference by
contributing working capital and/or services, it shall be responsible for its
share of any losses incurred by said Conferences and for its prorated share of
the cost of the next Call for Papers; however, it will also receive its
prorated share of any surpluses achieved by Conferences it has sponsored and
will share equally in any reimbursement of the costs of the Call for Papers.

Section 5. Upon a two-thirds (2/3) vote of the full Board, the Board of
Directors may require a member to withdraw for (1) lack of sponsorship
fulfillment, or for (2) lack of participation in annual meetings and
Conferences as determined by the Board. The financial provisions of Section 4
Article II shall apply.

Section 6. A member that has withdrawn can be reinstated by Section 2 and 3 of
Article II.

Section 7. Each member shall have one (1) voting representative on the Board
of Directors for each sponsorship effected in accordance with Section 2 of
Article II. Each member is required to appoint and maintain one (1) voting
representative to the Board. In addition, the Board shall have as non-voting
members: the immediate past Conference General Chairperson, the current
Conference Chairperson, the current Program Chairperson, the current
Conference Business Chairperson, and the next Conference General Chairperson.
The Board may invite others to participate in its meetings.

Article III - Power and Duties of the Board

Section 1. It shall be the duty of the Board to select the location and date
of the annual Winter Simulation Conference at least eighteen (18) months in
advance.

Section 2. It shall be the duty of the Board to select the General Chairperson
of each annual Winter Simulation Conference at least eighteen (18) months in
advance. The Board shall also approve the Program Chairperson and the Business
(Financial) Chairperson of each Conference as proposed by the General
Chairperson.

Section 3. It shall be the duty of the Board: (1) to approve each Conference
budget at least twelve (12) months in advance of the Conference as proposed by
the conference committee, (2) to establish the sponsor funding share advance
required from each member, (3) to establish financial surety for succeeding
Conference(s) through assignment of surplus funds upon close of the books of
the most recently completed Conference, (4) to establish the structure for
each Conference, and (5) on an individual basis, to approve the expenses
and/or honoraria to be paid to guest speakers.

Article IV - Officers and Their Duties

Section 1. The Officers of the Board shall consist of a Chairperson, a
Vice-Chairperson, a Secretary, and the immediate Past Chairperson. At the
annual meeting, with exception of the immediate Past Chairperson, they shall
be elected by the members of the Board to a one (1) - year term.

Section 2. The Chairperson's duties are to call the meeting as required, set
locations, provide agendas and chair the meetings.

Section 3. The Vice-Chairperson will act in the absence of the Chairperson.

Section 4. The Secretary shall take minutes of the meetings, distribute them
to the Board members and other appropriate individuals, and keep minutes of
previous meetings.

Section 5. The Chairperson and the Past Chairperson shall form a nomination
committee and nominate Officers of the Board for consideration by the Board at
the annual meeting.

Article V - Meetings

Section 1. There shall be an annual meeting of the Board held at the annual
Winter Simulation Conference and additional meetings as necessary to carry out
the Board's duties.

Section 2. A Quorum shall consist of not less than two-thirds (2/3) of the
members. Majority vote shall determine action by the Board unless the bylaws
specify otherwise. Mail ballots may be used between Board meetings.

Section 3. The procedures of Robert's Rules of Order will, in general, be
followed, except when the board establishes its own procedures.

Article VI - Finances

Section 1. There shall be no membership dues. However, each member will
advance its sponsorship funding share for each Conference to that Conference
Business (Financial) Chairperson as specified in Section 3 of Article II.

Section 2. The annual Winter Simulation Conferences shall be self-supporting.
The objective will be to neither incur losses nor to make profits in excess of
the necessary advance of funds provided by members.

Section 3. Within sixty (60) days after the close of the Conference, the
Conferences' General Chairperson shall submit to the Board a Final Report on
the Conference. This report is to include a preliminary financial report.

Section 4. By June 15 of the year after the close of the Conference, the
General Chairperson shall close the financial books and submit to the Board a
Final Financial Statement and each member's share of any loss or surplus. Any
losses/surpluses shall be shared equally by members that provided the
sponsorship funding. Following this, surpluses declared by the Board as
essential for the operation of succeeding Conference(s) shall be transferred
to succeeding Conference(s) at the time of closing of the financial books of
the most recently completed Conference.

Section 5. The budget for each Conference shall include the estimated expenses
and income expected for that Conference, the cost for the "Call for Papers"
for the following Conference, and a nominal amount for operation of the Board.
The board must account for any of these funds it may use.

Section 6. Member organizations may order copies of the Conference proceedings
for their own sale, prior to the printing. The purchase price of the
proceedings shall be determined by dividing the cost of producing the
proceedings by the number of proceedings printed. The production cost
includes preparation, printing, artwork, mats, delivery.

Section 7. No member of the Conference Committee, Board member or Board
officer shall receive any compensation or salary for his/her participation.
However, at the discretion of the Board, such a member may be reimbursed for
authorized expenses in the performance of their WSC duties, given that these
expenses are not otherwise reimbursed.

Section 8. Should any Conference or the Board be discontinued for any reason,
the member organizations of the Board will share equally in any expenses or
resources outstanding at the time of discontinuance.

Section 9. Each sponsoring funding organization has the right to designate a
sponsor committee to review and approve each Annual Conference budget. Any
suggested changes to the budget must be approved by the Annual Conference
committee. The sponsor's committee must respond 60 days after receipt of the
budget.

Article VII - Amendments

Proposed amendments to the bylaws must be submitted in writing to each member
society representative at least ninety days prior to taking a vote. Adoption
requires a two-thirds (2/3) vote of the members of the Board, and each
representative must have the concurrence of his/her society. Amendments shall
be voted on within six (6) months after submission.

Article VIII

The Bylaws will take effect after the approval by three-fourths (3/4) of the
founding organizations' councils listed in Section 2 of Article 1.

Article IX - Annual Conferences
Section 1. The General Chairperson shall be responsible for the organization
and operation of the Conference subject to the required approval of the Board
as specified in the bylaws.

Section 2. The program content will consist of submitted papers, invited
papers, panels, tutorials and workshops. The Board may establish guidelines
for each.

Section 3. Proceedings shall be published for each Winter Simulation
Conference and distributed at the time of the meeting. The proceedings shall
contain each paper presented at the conference.

Section 4. The Annual Conference Committee shall be appointed by the Board of
Directors and consist of a General Chairperson, Program Chairperson, Business
Chairperson, Arrangements Chairperson, and other members as deemed necessary
by the Board. The term of each Annual Committee shall be from its inception
to the closing of the Conference financial books.