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ISCC By-laws

Download the full text of the by-laws as a single PDF

Or select an Article from this list:

  • Article I: Membership
  • Article II Meetings
  • Article III Officers
  • Article IV Directors
  • Article V. Board of Directors
  • Article VI Committees, Delegates, and Representatives
  • Article VII Official Publications
  • Article VIII Fiscal Year
  • Article IX Standing Rules
  • Article X Amendments
  • Article XI Suspension of Rules
  • Article I--Membership

    Section 1. Classes of Membership

    Membership in the Council shall be of six classes, namely:
    A. Member-Bodies
    B. Individual Members
    C. Sustaining Members
    D. Honorary Members
    E. Student Members
    F. Retired Members

    Section 2. Eligibility

    (a) Member-Bodies. Any non-profit society, association, or organization of national scope, interested in color and desirous of participating in the activities of the Council for the furtherance of its aims and purposes as set forth in Article II of the Constitution, shall be eligible for membership as a Member-Body.
    (b) Individual Members. Any person interested in color and desirous of participating in the activities of the Council for the furtherance of its aims and purposes as set forth in Article II of the Constitution shall be eligible for individual membership.
    Any society, organization, or corporation not eligible for membership as a Member-Body as set forth in subsection (a), but interested in color and desirous of participating in the activities of the Council as set forth in Article II of the Constitution, shall be eligible for individual membership by the designation of a named person who shall be an individual member.
    (c) Sustaining Members. Any person, society, association, or organization, interested in color and desirous of participating in the activities of the Council for the furtherance of its aims and purposes as set forth in Article II of the Constitution, shall be eligible for membership as a sustaining member.
    (d) Honorary Members. Any person who, as a Council member, has rendered signal service to the Council or to those fields served by the individual Member-Bodies of the Council, in such manner as to aid in accomplishing the objectives of the Council, is eligible for Honorary membership.
    (e) Student Members. Any person who is a junior, senior, or graduate student registered in a college or university of recognized standing and is interested in color and desirous of participating in the activities of the Council for the furtherance of its aims and purposes as set forth in Article II of the Constitution shall be eligible for student membership. This eligibility shall cease when the student matriculates from or leaves the college or university, at which time the student member may be encouraged to apply for individual membership in the Council.
    (f) Retired Members. Any individual member of the Council who retires from active employment related to color may, upon application to the Secretary, request change in membership status to that of retired member.

    Section 3. Application for Membership

    All applications for membership in the Council shall be made on forms supplied for the purpose and shall give the information required regarding the applicant's qualifications for membership in the class for which application is made.

    Section 4. Election to Membership

    (a) Member-Bodies. Applications for admission as a Member-Body shall be acted upon by the Board of Directors. A three-fourths (3/4) affirmative vote of the total membership of the Board shall be required for election of a Member-Body. Such elections may take place by mail between meetings of the Board or at regular or special meetings of the Board.
    (b) Individual, Student, Sustaining, and Retired Members. Application for admission to individual, student, or sustaining membership, and for change of membership status to retired member, shall be acted upon by the Board of Directors. A vote shall be taken either by mail between meetings of the Board, or at regular or special meetings of the Board. A majority affirmative vote of a quorum of the Board shall be required for election to individual, student, sustaining, or retired membership.
    (c) Honorary Members. Nominations for Honorary membership may be made by any member of the Council using forms provided for the purpose. Copies of such nominations shall be distributed to the Board of Directors. After a minimum of sixty (60) days, the application for Honorary membership shall be acted upon by the Board. A vote may be taken either by mail between meetings of the Board or at regular or special meetings of the Board. A three-fourths (3/4) affirmative vote of the total membership of the Board shall be required for election to Honorary membership.

    Section 5. Duties

    (a) Member-Bodies. Subject to the laws of the State of New York, the ultimate general authority and responsibility for the policies and affairs of the Council shall be vested in the Member-Bodies acting through their voting delegates and the Board of Directors.

    Each Member-Body shall appoint at least three (3) but not more than ten (10) delegates who shall represent that Member-Body in the Council. Three of these delegates shall be designated by the Member-Body as voting delegates. In no case, however, shall the same person be designated, at a given time, a voting delegate of more than one Member-Body.

    When a voting delegate of a Member-Body is elected or appointed to a position in the Council that includes voting privileges, as described in Section 6 (a), the Delegation Chair shall appoint another voting delegate from among the remaining delegates of the Member-Body. It shall be the responsibility of the President of the Council to notify the Delegation Chair of such election, and the duty of the Chair to notify the President of such an appointment, each within thirty (30) days.

    It is expected that the three voting delegates representing the Member-Body shall cast their votes with the interests of the Member-Body in mind.

    One (1) of the voting delegates of a Member-Body shall be designated by the Member-Body as the Chair of the Delegation. It shall be the duty of the Chair to report to the Member-Body all proceedings of the Council that in the Chair's opinion are of interest to the Member-Body, including reports of the Council that should appear in the publications of the Member-Body.

    While it is expected that each Member-Body delegate will assist the Chair in these matters, it is the Chair's particular duty to see that the Delegation as a whole, functions efficiently in encouraging the closest possible relations between the Council and the Member-Body it represents. To do this at least one (1) meeting a year should be held by each Delegation, preferably at a meeting of its Member-Body. Reports of such meetings, as well as an annual report describing the activities and publications of the Member-Body of interest to the Council, shall be provided to the Council, which will publish them with the minutes of the Council's annual meeting.

    A specific duty of the delegates is to bring to the attention of the Council any problems in the field of color that are of particular interest to their Member-Body.

    Section 6. Rights and Privileges

    (a) Voting Rights. The right to vote for officers and directors shall be granted to all individual members of the Council. The right to vote on all matters brought before the voting delegates of the Council for vote shall be granted to the following groups. These voting rights shall be ex officio, and shall expire when the person involved ceases to occupy the designated position. In no case, however, shall any person have the right to cast more than one vote upon any question.

    1. Voting delegates representing Member-Bodies.  It is expected that these delegates shall cast their votes with the interests of their respective Member-Bodies in mind.

    2. Officers and Directors of the Council. It is expected that these persons shall cast their votes with the interests of the Council as a whole in mind.

    3. Chairs of Standing Committees, Coordinators of the Problems Committee, Chairs of the Project Committees of the Problems Committee, and Chairs of Interest Groups. It is expected that these persons shall cast their votes with the interests of their chair and of the Council as a whole in mind.

    (b) General Rights and Privileges. All delegates, individual members, retired members, and Honorary Members of the Council shall be entitled to serve as officers or directors, to receive all publications of the Council, and to attend all meetings of the Council and have the privilege of the floor. Student members and sustaining members or their representatives shall have all the above general rights and privileges, except that they shall not be eligible for election as officers or directors.

    Section 7. Termination of Membership

    (a) Voluntary Termination. Any member of any class may terminate membership by giving notice in writing to the Secretary, provided that the member's dues, if any are levied, including those of the current fiscal year, have been paid. Failure to pay dues for one (1) year without valid cause or failure to provide a valid postal address for the Secretary's records shall be considered a voluntary action terminating any class of membership.

    (b) Expulsion. Should it be thought desirable to expel any member of any class, the matter shall be brought to the attention of the Board of Directors. If the Board decides that it should be considered, the Board shall appoint an ad-hoc committee to investigate, such investigation to include but not be limited to (1) a review of the charges, (2) discussion with the member involved, and (3) offer of a formal hearing before the ad-hoc committee to which both the member and those bringing the matter before the Board would be invited and at which documentary evidence would be presented and there would be opportunity for questioning on both sides.

    If the matter is not resolved by the ad-hoc committee, for example by withdrawal of the charges or resignation, the Board, on receipt of the report of the ad-hoc committee, may consider expulsion of the member. A vote in favor of expulsion of three-fourths (3/4) of the total membership of the Board, affirmed by a vote of three-fourths (3/4) of the voting delegates, shall be required for the expulsion of a member.

    Section 8. Dues

    The membership dues shall be determined by the Board of Directors on the advice of the Finance Committee. As a general rule, the dues of sustaining members shall be greater than those of Member-Bodies, those of Member-Bodies shall be greater than those of individual members, and those of individual members shall be greater than those of student and retired members. Honorary members shall pay no dues.

    All dues shall be paid annually, and in advance. The Council shall not have the power to levy any general assessment on its members or to enforce a payment of any amount beyond the annual membership dues.

    Article II--Meetings

    Section 1. Annual Meeting

    During each year, at a time and place to be fixed by the Board of Directors, there shall be held the annual meeting of the Council, for the transaction of such business as may properly come before the Council.

    The Secretary shall give notice of the annual meeting of the Council, specifying time and place, by mail not less than thirty (30) days and not more than ninety (90) days before the meeting. A copy of the notice shall be mailed to all members of and representatives to the Council.

    Section 2. Special Meetings

    Special meetings of the Council may be called at any time by the Board of Directors or the President. They shall be called by the President or the Secretary after receipt of a request in writing by five (5) members of the Board or by three (3) Member-Bodies. Such requests shall state the purpose or purposes of the proposed meeting.

    The Secretary shall give notice by mail of each special meeting of the Council to all voting delegates not less than ten (10) days and not more than sixty (60) days before the meeting. The notice shall state the purpose or purposes of the meeting.

    Section 3. Quorum

    At any meeting of the Council, a quorum shall consist of at least one-third (1/3) of the total number of voting delegates or their proxies and, except as otherwise provided for by these By-Laws, the majority of such quorum shall decide any question that may come before the meeting.

    Section 4. Voting

    Upon any question with respect to which a vote shall be required or deemed advisable, except for the election of officers, the Board of Directors may ascertain the view of the Council by polling each individual entitled to vote pursuant to Article I, Section 6 (a), either directly or by means of proxies given to one or more persons designated by the Board, which person or persons shall vote as provided in said proxies at the next meeting of the Council.

    Each individual entitled to vote shall be entitled to only one (1) vote unless the voter holds proxies from other persons eligible to vote.

    Section 5. Parliamentary Rules

    The latest edition of Roberts Rules of Order shall be the governing parliamentary authority of the Council in all cases not definitely provided for by its Constitution, By-Laws, or Standing Rules.

    Article III--Officers

    Section 1. Officers Enumerated

    The officers of the Council shall be a President, a President-Elect, a Secretary, and a Treasurer.

    Section 2. Eligibility, Time of Election, and Assumption of Office

    The four officers shall be elected from among the eligible members of the Council as specified in Article I, Section 6 (b).

    Election of officers shall be by mail ballot as provided in Section 3. Such election shall take place in January of each year in which election of officers is required. The officers shall assume their duties at the end of the annual meeting following their election.

    Section 3. Mode of Election

    The officers shall be elected by election by the membership at large, each member getting one vote.   It shall be the duty of the Nominating Committee to obtain the consent of each nominee to stand for election and to submit its report to the Board of Directors prior to the fall meeting of the Board.

    The report of the Nominating Committee shall be mailed to all voting delegates at least thirty (30) days before the date on which ballots are forwarded to the voting delegates. Additional nominations may be made at the request of five (5) voting delegates, provided they are forwarded to the Secretary within twenty (20) days after the report of the Nominating Committee is sent out. The Secretary shall give notice by mail of all additional nominations to all voting delegates at least ten (10) days before the ballot is sent to the membership at large.

    Section 4. Terms of Office

    The four officers shall be elected for a term of two (2) years or until their successors are elected.

    The President-Elect shall succeed to the office of President at the expiration of the term of the President.

    No officer except the Secretary and the Treasurer shall be eligible for re-election except when such eligibility is established by a three-fourths (3/4) vote of a quorum of the Board of Directors.

    The term "re-election" as used in this instrument shall be construed to mean only the election of individuals to succeed themselves.

    Section 5. Duties

    The duties of the President, President-Elect, Secretary, and Treasurer shall be the usual ones performed by such officers, and are described in the Standing Rules of the Council. In addition, the officers shall be members of the Board of Directors with all of the rights and privileges of such membership.

    The Secretary shall keep minutes of the business transacted by the Board of Directors, shall send copies of the minutes to each member of the Board, and shall file the original of the minutes, after approval by the President, in the permanent record book provided for that purpose. The Secretary shall keep all records of the Council other than the financial records, which shall be kept by the Treasurer.

    The Treasurer shall be charged with the responsibility for the general funds of the Council and for such special funds as may from time to time be placed in his or her custody or control by order of the Board of Directors. The Treasurer shall pay the bills of the Council that have been approved by the Board, either through the adoption of an annual budget or by special action. The Treasurer shall be the chair of the Finance Committee.

    Section 6. Vacancies

    In the event of a vacancy in the office of President, the President-Elect shall succeed to that office. A vacancy in the office of the President-Elect shall be filled by special election of the voting delegates. In the event of a vacancy occurring in the other offices, the remaining members of the Board of Directors by an affirmative vote of a majority thereof shall fill such vacancy for the period of the unexpired term.

    Article IV--Directors

    Section 1. Composition and Eligibility

    There shall be nine (9) directors, who shall be elected from among the eligible members of the Council as specified in Article I,
    Section 6 (b).

    Section 2. Terms of Office

    The directors shall be elected for terms of three (3) years or until their successors are elected. The terms of three (3) directors shall expire each year.  None of the directors shall be eligible for re-election except when such eligibility is established by an affirmative vote of three-fourths (3/4) of a quorum of the members of the Board of Directors.

    Section 3. Time of Election and Assumption of Duties

    The election of three (3) of the directors shall take place annually. The newly-elected directors shall assume their duties at the end of the annual meeting following their election.

    Section 4. Mode of Election

    The election of directors shall be carried out in the same manner as the election of officers, as set forth in Article III, Section 3.

    Section 5. Duties

    The directors shall be part of the Board of Directors and shall fulfill the duties of Board membership as set forth in Article V, Section 2.

    Section 6. Vacancies

    In the event of a vacancy occurring among the directors, the remaining members of the Board of Directors by an affirmative vote of the majority thereof may fill such a vacancy for the period of the unexpired term.

    A director may be removed from office for just causes by a three-fourths (3/4) vote of the remaining members of the Board of Directors. Absence of a director from three meetings of the Board without prior written notice to the President or the Secretary may be considered just cause for removal of the director from office.

    Article V. Board of Directors

    Section 1. Composition

    The Board of Directors shall consist of the four (4) officers, the immediate Past President, and the nine (9) directors.

    Section 2. Duties

    The duties of the Board of Directors shall be those pertaining to the executive, financial, or general administrative business of the Council. The Board shall conduct the business of the Council during the interim between the annual meetings, shall develop earnestly and carefully the aims and purposes of the Council, shall supervise the expenditures of all monies, and shall fix the time and place of the annual meeting of the Council.

    The Executive Committee, defined in Article VI, Section 1 (a), shall be responsible for the conduct of the business of the Board of Directors between Board meetings. The vote of the Executive Committee upon any proposition, except as otherwise provided by these By-Laws, may be conducted by mail or telephone or at a meeting of the Committee, but any action shall be confirmed at the next meeting of the Board.

    Section 3. Meetings

    At least one meeting of the Board of Directors shall be held each year. Other meetings may be held at such other times and at such places as the President may direct or five (5) members of the Board shall propose in writing. The Board may adopt rules and regulations governing its procedures, the times and places of its meetings and the notices to be given concerning them, and other matters with respect to the conduct of its business.

    Section 4. Quorum

    At any meeting of the Board of Directors a majority of the Board members shall constitute a quorum and, except as otherwise provided by these By-Laws, a majority of such a quorum shall decide any question that may come before the meeting.

    Section 5. Proxy

    A member of the Board may delegate in writing, to the President, another member of the Board of Directors to serve as proxy, but no member may hold or exercise proxies for more than one member.

    Article VI--Committees, Delegates, and Representatives

    Section 1. Standing Committees

    (a) Executive Committee. The Executive Committee shall consist of the President, President-Elect, Secretary, Treasurer, and immediate Past President. It shall meet when necessary and have all the powers of the Board of Directors, except that the Executive Committee cannot modify any action taken by the Board. All actions of the Executive Committee shall be submitted at the next meeting of the Board for its approval.

    (b) Nominating Committee. The President shall appoint a Nominating Committee of five (5) members, namely the President-Elect, the immediate Past President, any other Past President, and two additional members who are voting delegates of Member-Bodies different from those of any of the aforementioned persons. The immediate Past President shall be the chair of the Nominating Committee.

    (c) Other Standing Committees. The President shall appoint, with the approval of the Board of Directors, the following additional standing committees: By-Laws, Finance, Interest Groups, Problems, and Publications, and may appoint other standing committees that from time to time are deemed necessary for conducting the business of the Council.

    Section 2. Ad-Hoc Committees

    Ad-hoc committees may be appointed by the President, with the approval of the Board of Directors, when required to conduct the business of the Council. Ad-hoc committees shall be appointed for a limited objective and shall be discharged by the President when the objective has been achieved.

    Section 3. Duties of Committees

    The duties of standing and ad-hoc committees shall be those defined in the Standing Rules of the Council.

    Section 4. Representatives and Delegates

    The President shall submit to the Board of Directors nominations for representatives and delegates to other organizations. Such representatives and delegates shall be elected by the Board for such terms as their respective duties require.

    Article VII--Official Publications

    The Council shall publish the ISCC News and other publications that the Board of Directors deems necessary or desirable. Each member of all classes of membership in the Council shall receive an annual subscription to the ISCC News and shall receive such other publications as the Board may authorize for distribution to members.

    Article VIII--Fiscal Year

    The fiscal year of the Council shall last from January 1 to December 31, inclusive.

    Article IX--Standing Rules

    Section 1. Definition

    Standing Rules are written statements of operating procedures and details of the organization of the Council.

    Section 2. Adoption and Amendment

    The Board of Directors shall adopt or amend Standing Rules, provided that two-thirds (2/3) of all members of the Board shall vote in favor of adoption or amendment, at any regular or special meeting of the Board. The text of the affected Standing Rules shall be published in the ISCC News as soon as possible after approval by the Board.

    Article X--Amendments

    These By-Laws may be altered, amended, or repealed either on the recommendation of the Board of Directors or on recommendations signed by ten (10) voting delegates of the Council, provided that a two-thirds (2/3) affirmative vote of the entirety of the voting delegates shall approve such amendment, and provided that at least ninety (90) days notice of such a proposal shall have been given by publication in the ISCC News or by other distribution to the voting delegates before voting shall take place. The voting delegates may vote in person or by proxy at any regular or special meeting of the Council. The proxies for voting may be solicited by mail.

    Article XI--Suspension of Rules

    The Board of Directors by a two-thirds (2/3) vote of the entire Board may suspend a By-Law or Standing Rule for a stated purpose and for a specific time not to exceed six (6) months.

    All material and images © 2010 Inter-Society Color Council, all rights reserved. Page last modified: March 02, 2008