Article 1 - Name

This organization shall be named the INFORMS Optimization Section, which herein will be abbreviated as the "OS", or as "the Section."

Article 2 - Purposes

The purposes of the Section shall be to promote the development and application of optimization methods and software tools for the solution of problems in Operations Research/Management Science, and to encourage the exchange of information among practitioners and scholars in the optimization area.

Article 3 - Membership

A member of INFORMS may become a Section member by paying the Section dues for INFORMS members. A person who is a not a member of INFORMS may become a Section member by paying the special fee for non-members of INFORMS. All members of the OS shall have equal rights and privileges, except that only members of INFORMS may hold elective positions, as specified in Article 6, Section 7.

Article 4 - Officers

1. The officers of the Section shall consist of a Chair, a Chair-elect, a Secretary/Treasurer and 6 Vice Chairs representing various sub-disciplines within optimization.
2. The Chair shall be the chief administrative officer of the OS and shall be responsible for the development and execution of the Section's program. He/she shall (a) call and organize meetings of the OS, (b) appoint ad hoc committees as required, (c) appoint chairs and members of standing committees, (d) manage the affairs of the OS between meetings, and (e) preside at OS Council meetings and Section membership meetings.
3. The Secretary/Treasurer shall conduct the correspondence of the OS, keep the minutes and records of the Section, maintain contact with INFORMS receive reports of activities from those Section Committees that may be established, conduct the election of officers and Members of Council for the OS, make arrangements for the regular meetings of the Council and the membership meetings of the OS. As treasurer, he/she shall also be responsible for disbursement of the Section funds as directed by the OS Council, prepare and distribute reports of the financial condition of the OS, help prepare the annual budget of the Section for submission to INFORMS. It will be the responsibility of the outgoing Secretary/Treasurer to make arrangements for the orderly transfer of all the Section's records to the person succeeding him/her.
4. Any OS member accepting nomination for elective office in the Section is understood to have agreed to perform the duties of that office if elected, and in particular to have agreed to attend the annual Section business meetings during his/her tenure, except as his/her attendance is prevented by unusual circumstances. If an OS elected official must miss a meeting or be temporarily unable to carry out his/her responsibilities, he/she shall advise the Chair and shall make other arrangements for the discharge of his/her responsibilities.
5. There will be 6 Vice Chairs for the OS, each representing a sub-discipline within the Optimization section. The main responsiblity of the Vice Chairs will be to help INFORMS Local Organizing Committees identify cluster chairs and/or session chairs for the annual meetings. In general, the Vice Chairs shall serve as the point of contact with their sub-disciplines.

Article 5 - Council

1. The OS Council shall be the governing body of the Section and shall guide the officers in the administration of the Section's business. The Council shall consist of the elected officers indicated in Article 4, Section 1, the Most-Recent-(Past-Chair and 6 Past Vice-Chairs), and possibly additional nonvoting Members-of-Council, as specified in Article 5, Section 2. The Most-Recent-Past-Chair and the Past Vice-Chairs shall each serve for two years on the Council.
   
2. The Council may add additional nonvoting members to the Council, up to a maximum of five. The purpose of this provision is to allow representation on the Council of individuals engaged in important OS activities such as editors of newsletters, optimization area editor of Operations Research and Mathematics of Operations Research, and a representative serving as the liason with the Computer Science Section.
3. Section Council meetings shall be held at least once each year, normally during the annual meeting of the Society. Their purpose is to develop and implement service programs and to provide policy guidance for the Section officers. All Section Council meetings shall be open to all OS members. A majority of the voting Council members shall constitute a quorum. In special circumstances, a mail ballot, by either written form or electronic mail can be used to vote on a Council action. In this case, a majority of the voting members of the Council must vote in order for the election to be valid.
4. Council vacancies that occur between elections shall be filled as follows: A vacancy in the office of the Chair shall be filled by one of the Vice Chairs, elected by a majority vote of the members of the Council; a vacancy in the office of Secretary shall also be handled in the same manner. All officials elected by the Council shall serve only until the next Section election.

5. A Council vacancy (Member-of-Council or officer) occurs by either resignation or removal of a person from his/her position by the Council. Removal of a person from his/her position by the Council may occur only for the following reasons:

   1. inability of that person to perform the duties of the position, for example, death, prolonged sickness, or lack of communications with the OS for a prolonged period of his/her term;
   2. demonstrated and chronic failure of that person to perform the duties of his/her position.

   Removal of a person from his/her position requires an affirmative vote for removal of at least two thirds of the voting members of the Council, excluding the position in question.

Article 6 - Election and Tenure of Section Officials

1. Each election shall elect a Secretary, 3 Vice Chairs and, in every other year, a Chair-Elect. The Chair-elect will serve a one-year term before assuming a two-year position as Chair. The Secretary will serve a one-year term, whereas, the Vice Chairs will serve two-year terms. The slate of Vice Chairs in any election must minimize overlap with continuing Council members of the section.
2. With the exception of the Secretary , no other officer who has served a full term, as described in Article 6, Section 1 shall be eligible for consecutive election to the same office. A Secretary may be re-elected to the same office twice following his or her election to that office.
3. The election process for year N shall be guided by the following schedule:
   1. By end of January in year N, a Nominating Committee shall be formed and solicitations for at-large nominations made.
   2. By the end of April in year N, the Nominating Committee shall forward a final slate and candidate position statements to the Secretary.
   3. By the end of August in year N, the election ballot with candidate position statements shall be distributed to the OS membership.
   4. By the end of September in year N (or within one month after the ballot is distributed), the Election shall be closed and the official counting take place.
   5. Immediately after the annual INFORMS general meeting in year N, the most recently elected officers and Members-of-Council shall take office.
4. The election Nominating Committee shall be composed of the current Chair, who shall serve as Committee Chair, and two OS members. The Nominating Committee Chair will forward a slate of candidates to the Secretary, consisting of at least one member of the OS as candidate for each position that becomes available by normal expiration of term or previous vacancy. The Nominating Committee Chair or duly appointed representative, shall solicit at-large nominations according to the election schedule given in Article 6, Section 4 by one or more of a) electronic mail, b) hardcopy newsletter, or c) other written form. At-large nominations must be endorsed by at least three OS members and received by the Secretary by the date specified in the election schedule given in Article 6, Section 4. Endorsements via electronic mail are acceptable.
5. Each nominee for any of the offices must be both an OS member and member of INFORMS.
6. The Secretary shall forward official ballots to the OS membership. Nominees for each office shall be listed alphabetically on the ballot (and so noted) with no indication as to those nominated by the Nominating Committee and those nominated at-large. Ballots shall be issued by one of the following media: a) letter mail ballot; b) electronic mail; c) a combination of letter mail and electronic mail. Mechanisms for voting by either written or electronic media are to be adopted at the discretion of the Council, but must meet the following criteria to be valid:
   1. Anonymity of the marking of the ballots to all but the official tellers, as specified in Article 6, Section 10, must be maintained.
   2. Procedures to validate the authenticity and uniqueness of the ballots must be provided.
   3. Means to vote must be extended to all OS members. For example, if electronic mail media is used, then those members with no electronic mail must be accommodated.
7. All candidates for office must supply position statements that are to be distributed with the election ballots. At the discretion of the Council, it is recommended that a maximum be imposed on the length of the position statements.
8. The Secretary of the Section shall appoint one or more tellers to receive written ballots and/or a teller to receive electronic mail ballots. Tellers may not be Section officers or candidates for office. The election results will be based on a plurality of ballots. In case of ties, the outgoing Council will decide the outcome by majority vote of all voting members.

Article 7 - Section Committees

The Section Chair with the approval of the Section Council, shall establish committees as required and shall appoint qualified chairpersons to head these committees. In all cases, the terms of the chairpersons and the committee memberships shall cease upon the completion of the term of the Chair who appointed them.

Article 8 - Responsibility to the Society

1. The OS shall operate in accordance with the Constitution and Bylaws of INFORMS. Each year, normally at the annual INFORMS meeting, an OS report will be submitted to INFORMS setting forth the significant accomplishments and activities of the OS during the previous year and outlining a rationale for the budget projections for the following year. Additional reports shall be submitted to INFORMS upon request by the Society.
2. In the event of dissolution of the OS, its assets shall become the property of INFORMS.

Article 9 - Amendments

1. Proposed amendments to this Constitution may be initiated either by action of the OS Council or by a petition to the Chair endorsed by 5% of the membership or 15 members of the Section, whichever is smaller. Endorsements by electronic mail are acceptable. The Secretary shall distribute copies of the proposed change to all members of the Section not less than three weeks before the annual membership meeting. An open discussion of the proposed amendment to the Constitution shall be carried out at the following membership meeting of the OS.
2. Not more than two months after the discussion of the proposed amendment, the Secretary shall distribute to all members copies of the proposed amendment along with ballot forms. No ballot shall be counted unless marked by a Section member to indicate his/her choice, returned to the Secretary in a sealed envelope bearing the voter's name, and received by the Secretary not later than a date to be specified by him/her upon the ballot form -- a date not earlier than six weeks from the date of mailing the ballot forms to the Section membership.
3. The adoption of the proposed amendment shall require an affirmative vote by at least two-thirds of the members voting, as tallied by tellers appointed by the Chair. The tellers shall report the tally to the Chair within one week of the date specified for receipt of the ballots. The results of the balloting shall be announced to the membership.
4. If approved by the Section membership, the proposed amendment to the Constitution shall become effective upon the approval by the Society.

Article 10 - Meetings

1. The annual membership meetings of the OS shall be held when practical at the time and place of the annual meetings of INFORMS. The place and time for these meetings shall be announced in the INFORMS Bulletin. The quorum for action at the membership meetings shall be 5% of the membership or 15 members of the Section, whichever is smaller.
2. Council meetings of the Section may be held whenever the need arises. Discussions via e-mail and similar electronic media may be used whenever necessary. All Council members must be given a reasonable opportunity to attend/respond.
3. The Section officers shall meet on call of the Chair.