Our Articles of Incorporation is the most fundamental and most legal document controlling the Society. It is also most general and most difficult to change, requiring approval of the membership and legal filing.
The original legal formation of the Society was the action of filing Articles of Incorporation of Simulation Councils, Inc.. This document was signed May 16, 1957 by Norman L. Irvine, Dov Abramis and George A. Bekey as Directors for the first year, filed in the Office of the Secretary of State of the State of California on June 3, 1957, and with the Los Angeles County Clerk on July 11, 1957. It certifies, among other things, that the name of the nonprofit corporation is Simulation Councils, Inc. with the primary purpose: "[t]o promote the advance of simulation and allied computer arts". It allows the corporation to "(a) sponsor meetings and informal discussions within the field of its primary purpose, (b) publish reports of the substance of meetings and other information of interest to people connected with simulation and allied arts, (c) arrange from time to time for the display and demonstration of simulation, computing, and other related equipments of interest to people connected with simulation and allied arts, and (d) cooperate with other technical societies and with educational institutions in activities which contribute to the advancement of simulation, machine computation, and allied arts."
A letter from the California Franchise Tax Board, dated May 31, 1957, provided exemption from franchise tax.
A letter from the U.S. Treasury Department, Internal Revenue Service, dated May 4, 1965, in response to an application submitted on October 7, 1964, states that the Society was held exempt from Federal income tax as a 501(c)(3) organization on October 29, 1959, indicated current failure to fully comply, and suggested amendment of the articles of incorporation, primarily to provide for appropriate distribution of assets in the event of dissolution. An Amendment to the Articles of Incorporation, dated October 5, 1965, was signed by Paul J. Hermann, President, and Stanley Rogers, Secretary, and filed with the California Secretary of State. This Amendment included a resolution by the board of directors held in New York, New York, on May 27, 1965. (The Amendment states that 1,500 members were entitled to vote and 957 consented in writing). The clarifying amendment along with additional information was sufficient, such that the Internal Revenue Service, in a letter dated January 18, 1966, concluded the Society complied with section 501(c)(3). The letter further stated that contributions to the Society, exclusive of membership dues, are deductible from taxable income or for Federal estate and gift tax purposes, by donors.
Another Amendment to the Articles of Incorporation, to move from Los Angeles to San Diego County, was executed in La Jolla on July 24, 1972, by Jon N. Mangnall, President, and Stanley Rogers, Secretary. (The Amendment states that 1338 members were entitled to vote and 718 consented in writing.)
Bylaws of the Society describe our purpose and allowed activities, our membership grades, and our organizational structure. Substantive changes to the Bylaws require an affirmative vote of a majority of all the Directors-in-office. The Bylaws must conform to the Articles of Incorporation and governmental laws, and supersede all other actions and controlling documents of the Society.
The Board of Directors, within limitations of the Articles of Incorporation and legal authority, has complete freedom to direct the Society. Normally the Board of Directors meets once each year. As described above, the Board may change the Bylaws. Therefore, by proper vote, the Board may set aside provisions of the Bylaws. Directives described in the minutes of the Board are the third level of control for the Society.
The Executive Committee has all powers and authority of the Board of Directors, limited by law, actions of the Board, and those Board powers requiring approval of a majority of the Directors-in-office. The Executive Committee meets several times each year, most especially to advise the President in the conduct of his duties as chief executive officer of the Society. As for the Board of Directors, the minutes of the Executive Committee can and do include controls for the Society.
Minutes of the Board of Directors and the Executive Committee accumulate many pages each year, with many attachments, while the Articles of Incorporation and the Bylaws are concise and modified slowly. Direction with lasting impact is only a small portion of the minutes. In 1988, the Board of Directors required that an indexed collection of approved original main motions be established as a responsibility of the Secretary and made available to Board members at each annual meeting. This compendium provides a concise and organized summary of significant actions with lasting impact. In 1990 the Board of Directors passed a Resolution to Create a Presidents Council as a means of retaining & utilizing the accumulated wisdom of all Past Presidents of the Society.
As authorized by the Articles of Incorporation, the Society establishes cooperative agreements with other technical societies and educational institutions. The Bylaws delegate responsibility for approval of such affiliations to the Executive Committee, so that such agreements are documented as main motions of the Executive Committee, and appear in the listing of Enduring Main Motions. However, many of these agreements are described in separate documents too lengthy to be included in their entirety in the listing of Main Motions, and are maintained as a separate file of controlling documents.
The Policies and Procedures manual provides a guide for all those involved in operational aspects of Society business. While the P&P manual may not supersede any of the formative and controlling documents listed prior, it is intended to incorporate direction from the Board of Directors and the Executive Committee, while extending into operational details. Revisions require approval of the Executive Committee.
Guidance even more detailed than that of the Policies and Procedures is provided in specific handbooks, normally prepared and revised by a specific board, e.g. the Conference Board, the Publications Board, or the Membership Board.
While this overview of key documents controlling operations of the Society provides insight into their precedence and interaction, it gives only superficial views of document contents. For specifics, refer to the source documents.