Bylaws

Article 1. Name and Scope This organization will be called the Chicago Women in High-Performance Computing (“CWHPC”). The scope of CWHPC’s specialty is high-performance computing (HPC) in the broadest sense of the term - spanning the full range of high-performance technologies, systems, and applications. It embraces not only a diverse population of women and minorities who study, develop, teach, or support HPC, but also those engaged in applying HPC across a broad spectrum of scientific, engineering, and business domains. CWHPC’s mission is to promote the advancement of the field of High-Performance Computing by: Disseminating research and experience by those using computing resources to tackle the most challenging scientific and technical problems of the day Promoting the mentoring and education of the next generation of HPC professionals Serving as a source of information about the field to other parts of the larger scientific community Helping participants toward HPC professional career paths Creating a collaborative environment to share and incubate ideas Providing opportunities for building a professional network Offering training, workshops, and webinars on skill and career growth topics Collect demographic data from attendees of the Chicago WHPC chapter events. Fostering collaboration and connections amongst existing diversity and inclusion initiatives as well as educational and outreach opportunities. Inspiring key stakeholders in the science community to embrace diversity and inclusion initiatives.

Article 2. Purpose CWHPC is organized and will be operated exclusively for educational, research, and technical purposes in its specialty. Its services will include: Collecting and disseminating information through a newsletter and other means such as websites and electronic mailing lists; Organizing training/workshop/webinar sessions Organizing working groups for the exchange of information and fostering collaborative activities in education and research; Serving as a source of technical information that members gather and share from various conferences, events, and training activities. Working with academic, corporate, and government organizations on technical activities such as lectureships or professional development seminars.

Article 3. Charter CWHPC will exist until dissolved. Article 4. Officers. CWHPC’s officers are the Chair, the Vice-Chair, the Treasurer, the Secretary, the Director of Communications and Outreach, and the Director of Research. The officers are elected for one-year terms, the first Monday of May is the election year. The minimum number of officers is 6. All officers are expected to help in the execution of activities in the furtherance of CWHPC’s vision and mission. All officers are expected to help with the creation of annual reports The Chair is the principal officer and is responsible for leading CWHPC and managing its activities. The duties of the Chair are: Calling and presiding over CWHPC’s Executive Committee and business meetings; Guiding/advising/strategizing CWHPC activities; Creating advisory committees; and Making appointments and filling vacancies as authorized herein. The duties of the Vice-Chair are: Organize activities and support the duties of the Chair Presiding at meetings when the Chair is absent; Assisting the Chair in leading and managing CWHPC. The duties of the Treasurer are: Maintaining CWHPC’s finances. This includes preparing the annual budget, monitoring disbursements for adherence to the annual budget, and preparing financial reports as required. The duties of the Secretary are: Keeping and distributing the minutes of business and Executive Committee meetings of CWHPC; Maintaining CWHPC’s records, correspondence, and written policies; Oversee all elections. Distribute agreed-on Agenda items to members ahead of Committee Meetings The duties of the Communications are: Develop and execute a marketing and communications strategy for CWHPC. Managing public presence including on social media, website, newsletter, and other communications. Create a yearly report to be submitted to WHPC with input from all officers. The duties of the Outreach are: Responsible for planning CWHPC events that engage in community Discuss and disseminate shared best practices to promote women and minorities in organizations, nurture their careers, and help them progress Collect various data points on attendees and members that attend our events.

Article 5. The Executive Committee The CWHPC Executive Committee comprises the elected officers, the appointed officers (see below), the Past Chair, and two at-large members. No person may hold two positions on the CWHPC Executive Committee simultaneously. Officers may serve consecutive terms. At-large members are elected for one-year terms, beginning July 1 of the election year. The elected members of the Executive Committee may appoint additional members, known as Appointed Officers, to be responsible for specific activities (e.g., the editor of the newsletter). The general duties of the CWHPC Executive Committee will be to advise the Chair on all matters of interest to the CWHPC. Specific duties or responsibilities are enumerated in these Bylaws or may be assigned by the Chair. All the major management policy decisions of CWHPC must be approved by the CWHPC Executive Committee. Each member of the Executive Committee has one vote, a quorum of at least half the eligible voting members of the Executive Committee must be present, and decisions require a >50% vote. All members of, or candidates for, the CWHPC Executive Committee must be voting Members of the CWHPC. The Executive Committee must keep a register of members in a secure location, setting out for each current individual member: their full name and email address; and the date on which he/she was registered as a member of the Organisation; The Executive Committee must ensure that the Organisation’s register of members is updated within 28 days of any change. Approve the annual budget and financial forecast

Article 6. Advisory Committees The Executive Committee may create ad-hoc committees to accomplish specific tasks or to advise the Executive Committee on specific issues. The decision to create an ad-hoc committee, and decisions about a committee’s charter, scope, and duration, are made by the Executive Committee. The Executive Committee selects the Chair of an ad-hoc committee. The Executive Committee selects the members of an ad-hoc committee; or, they may choose to delegate this role to the Chair of the ad-hoc committee. A Chair or member of an ad hoc committee may be removed by the Executive Committee.

Article 7. Vacancies and Appointments Should the Chair leave office before his/her term expires, the Vice-Chair will assume the duties of the Chair. Should any other elective office or position on the Executive Committee except for the Past Chair become vacant, the Chair may nominate a member of CWHPC to fill the vacancy. Nominations are approved by a majority vote of the remaining Elected Officers. Vacancies in appointed offices are filled according to the procedures for making the original appointments. All appointments expire automatically when the Chair’s term of office expires. Appointees, however, will continue to serve until a successor is appointed by the new Chair.

Article 8. Newsletter CWHPC will publish a newsletter bi-annually as determined by the Executive Committee. The newsletter will be made available to all CWHPC members. It may also be made available to nonmembers by subscription. With the advice of the Executive Committee, the Chair will appoint the Editor(s) of the newsletter.

Article 9. Membership Dues, and Voting Privileges CWHPC is an open organization and membership is available to anyone. Any individual or organization representative who wishes to become an individual member must complete an application for membership; new membership applications will be processed within 2 weeks. Any individual who wants to withdraw from membership must provide written or electronic notice of withdrawal to the Organisation; he/she will cease to be a member from the time when the notice is received by the Organisation. Any person may be expelled due to misconduct from membership by way of a resolution passed by not less than two-thirds of those present and voting at an Executive Committee meeting, providing the following procedures have been observed:- At least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion; The member concerned will be entitled to be heard on the resolution at the Executive Committee meeting at which the resolution is proposed. Individual Membership of the Organisation will terminate voluntarily or on death. In the event of either a voluntary or involuntary termination, the terminated Member has no claim to any assets held by CWHPC. All CWHPC branding must be removed from the website(s) of Affiliate or Chapter members in the event of membership termination. A person becomes a voting member only after enrolling and paying the required dues. The dues for CWHPC are determined by the Executive Committee with the approval of the CWHPC Governing Board Executive Committee. All voting members of CWHPC may vote in any ballot conducted within CWHPC.

Article 10. Reports and Records The CWHPC Chair is responsible for filing reports about CWHPC as required by the CWHPC Governing Board. These include: An annual report on the activities of CWHPC during the previous year (1-page minimum) report. This report will include a description of the past year’s activities, a description of the planned activities for the coming year, and the data collected.

Article 11. Elections By April 17 of every third year beginning in 2023, the Chair will appoint a nominating committee that will propose at least two consenting candidates for each CWHPC officer (Chair, Vice-Chair, and Treasurer). A slate of four candidates, from which voters may choose two, will be proposed for the at-large positions of the Executive Committee. The slate of candidates selected by the nominating committee must be presented to all CWHPC members by the following April 17. A petition from 1% of the voting members of CWHPC will place other consenting candidates who are members of CWHPC on the ballot. Petitions must be received by the Vice Chair of CWHPC no later than April 1. The election will be conducted among eligible voters by June 1. Of all the ballots returned in an election, the candidates receiving the most votes win. Ties will be resolved by a group consisting of the outgoing elected officers and those newly elected officers who are not involved in ties. The CWHPC Governing Board Executive Committee will by majority vote settle ties occurring in any CWHPC election or CWHPC bylaw amendment ballot.

Article 12. Amendments These bylaws may be amended by a majority vote of the CWHPC membership. Amendments to these bylaws may be proposed by the CWHPC Executive Committee, the CWHPC Governing Board, or a petition from 1% of the voting members of CWHPC. All proposed amendments must be approved, prior to being submitted for a vote of the membership, by the Chair of the CWHPC Governing Board. The ballot on the proposed amendment(s) will be conducted among the eligible voters. The proposal is adopted only if a majority of the effective votes of returned ballots approve it, and only if at least 10% of the ballots are returned.

Article 13. Dissolution Should CWHPC be dissolved, its assets will revert to its members or donated related organizations or the WHPC main chapter.

Article 14. Meetings** CWHPC will conduct at least one meeting a year for: Executive Meeting: Overall strategy of the chapter Program Meeting: Setting a strategic goal around growing a specific target group Officer meeting bi-monthly Additional national, regional, or local business meetings may be convened by the Chair. CWHPC may hold meetings only in places that are open to all classes of members.

Article 15. General Responsibilities In addition to the responsibilities outlined above each of the offices of the Executive Committee and all other members has a duty, in exercising their role within the Organisation, to act in the interests of the Organisation; and, in particular, must: seek, in good faith, to ensure that the Organisation acts in a manner that is in accordance with its purposes; act with the care and diligence that it is reasonable to expect of a person who is managing the affairs of another person; in circumstances giving rise to the possibility of a conflict of interest between the Organization and any other party: put the interests of the Organisation before that of the other party; where any other duty prevents him/her from doing so, disclose the conflicting interest to the Organisation and refrain from participating in any deliberation or decision of the other committee members with regard to the matter in question; Provided he/she has declared his/her interest - and has not voted on the question of whether or not the Organisation should enter into the arrangement – an officer will not be debarred from entering into an arrangement with the Organisation in which he/she has a personal interest; and he/she may retain any personal benefit which arises from that arrangement. ensure that the Organisation complies with any direction, requirement, notice, or duty imposed; take such steps as are reasonably practicable for the purpose of ensuring: that any breach of any of those duties by an officer is corrected by the officer concerned and not repeated; and that any officer who has been in serious and persistent breach of those duties is removed from the Executive Committee or Ad-hoc committee. The committee as defined in articles 5 and 6. The Executive Committee officers may receive remuneration on agreement by a majority of the Executive Committee as being beneficial to the Organisation, and may be paid traveling and other expenses reasonably incurred by them in connection with carrying out their duties; this may include expenses relating to their attendance at meetings.

Code of Conduct: Each of the officers and Steering Committee members shall comply with the code of conduct (incorporating detailed rules on conflict of interest) prescribed by the Executive Board from time to time.

Article 16. DECISION-MAKING BY THE EXECUTIVE Committee Notice of board meetings Any officer may call a meeting of the board or ask the Secretary to call a meeting of the board. At least 7 days’ notice must be given of each board meeting, unless (in the opinion of the person calling the meeting and with the agreement of either the Executive Committee Chair or Vice Chair) there is a degree of urgency that makes that inappropriate. Procedure at Executive Committee meetings

No valid decisions can be taken at an Executive Committee meeting unless a quorum is present; the quorum for Executive Committee meetings is 4 of the Executive Committee members. If at any time the number of Executive Committee members in office falls below the number stated as the quorum in the clause above, the remaining Executive Committee member(s) will have the power to fill the vacancies - but will not be able to take any other valid decisions. The Chair of the Executive Committee will act as chairperson of each Executive Board meeting. If the Executive Board Committee is not present within 15 minutes after the time at which the meeting was due to start (or is unable to act as chairperson), the Executive Committee Vice Chair will act as chairperson of that meeting. If the Executive Committee Chair and Vice Chair are both absent within 15 minutes after the time at which the meeting was due to start (or both are unable to act as chairperson), the meeting must be rescheduled. Every committee member has one vote, which must be given personally. All decisions at Executive Committee meetings will be made by majority vote. If there is an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a second (casting) vote. The Executive Committee may, at its discretion, allow any person to attend and speak at a board meeting notwithstanding that he/she is not an officer - but on the basis that he/she must not participate in decision-making. An officer must not vote at an Executive Committee meeting (or at a meeting of a sub-committee) on any resolution which relates to a matter in which he/she has a personal interest or duty which conflicts (or may conflict) with the interests of the Organisation; he/she must withdraw from the meeting while an item of that nature is being dealt with. The board must ensure that proper minutes are kept in relation to all board meetings and meetings of sub-committees. The minutes must include the names of those present, and (so far as possible) should be signed by the chairperson of the meeting.