Bylaws of the Houston Section of the American Institute of Aeronautics and Astronautics, Inc. – As of October 2011
ARTICLE I – Name
The name of this organization shall be the Houston Section of the American Institute of Aeronautics and Astronautics, Inc.
ARTICLE II – Objective
The objective of this organization is to further within its territory the purposes and programs of the American Institute of Aeronautics and Astronautics, Inc. (hereafter designated the Institute).
ARTICLE III – Mission
The mission of the Houston Section of the AIAA is to promote the advancement of the aerospace profession, with special emphasis on the following tasks:
To provide the membership with opportunities for continuing education, professional growth, and recognition for their accomplishments.
To stimulate the exchange of information within the scientific and technical community.
To provide support and encouragement for students in learning math, science, and engineering.
To assist the general public in understanding the benefits of aerospace systems and technology.
ARTICLE IV – Territory
The Section has been assigned to Region IV of the national organization and includes all eligible members from Anderson, Angelina, Austin, Brazoria, Brazos, Burleson, Chambers, Cherokee, Fort Bend, Galveston, Grimes, Hardin, Harris, Houston, Jasper, Jefferson, Liberty, Madison, Montgomery, Nacogdoches, Newton, Orange, Polk, Sabine, San Augustine, San Jacinto, Shelby, Trinity, Tyler, Walker, Waller, and Washington counties, in the State of Texas.
ARTICLE V – Governing Authority
This Section shall, in all respects, be governed by the AIAA certificate of incorporation, the national Constitution and Bylaws, and the approved Section Bylaws.
ARTICLE VI – Amendment of Bylaws
The Bylaws of the Section may be amended by a majority vote of the Section Council and are subject to approval by the Region and Section Activities Committee prior to implementation.
ARTICLE VII – General Administration
The membership of the Section shall consist of members of the Institute of all grades who live or work within the Section’s territory. The mailing address shall be the exclusive test of determining eligibility of a member to the Section. Additional members may be assigned to the Section by the Institute or by their own request.
7.2 Eligibility to Vote or Hold Office
Honorary Fellows, Fellows, Associate Fellows, Senior Members, and Members shall be eligible to hold office and to vote. Associate and Honorary Members shall be able to vote but not to hold office. Student Members shall not be eligible to vote or hold office.
7.3 Reporting Periods
The fiscal year of the Section shall be June 1 through May 31. The administrative year of the Section shall be July 1 through June 30.
A membership Quorum shall consist of at least five percent of the voting members.
A council quorum shall consist of at least fifty percent of voting council members.
In any matter to be decided by letter ballot, including election of officers, a quorum shall consist of the number of valid votes cast.
Unless otherwise provided by statute or by these Bylaws, all elections and all questions shall be decided by a majority of the votes cast.
7.5 Institute Annual Reports
The following reports will be submitted to the Regional Director each year:
An annual budget for the ensuing fiscal year on or before July 31. The Section Treasurer shall be responsible for preparing this report, and a copy shall become part of the Section’s permanent files.
A financial statement (audit) for the fiscal year on or before July 31. The Section Treasurer will be responsible for preparing this report, and a copy shall become part of the Section’s permanent files.
A report of each regular Section meeting held within a month of the meeting. The Program Chair will be responsible for preparing these reports.
An annual report at the end of the Section administrative year detailing the year’s activities, accomplishments, and recommendations in accordance with the Institute prescribed format. The Section Chair shall be responsible for preparing this report. This report shall be submitted on or before July 31, and a copy shall become part of the Section’s permanent files.
All reports will be submitted only after the approval of the Section Chair or the Section Chair’s designee.
At least four regular meetings of the Section membership shall be held each year.
Special meetings may be called by the Chair, or, upon written request, by a membership quorum.
The Council shall hold a meeting once a month during the months of September through June. In August, the Council shall hold a retreat to plan for the following fiscal year. Additional meetings may be called by the Chair or upon the written request of three members of the Council.
An annual meeting in June shall be held for the purpose of announcing the Officers and Councilors who have been elected for the next year, handing out awards for the past year, and any other business that may arise.
7.7 Meeting Rules
The rules contained in Robert’s Rules of Order Revised shall govern this Section in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or with the Constitution or Bylaws of the Institute.
ARTICLE VIII – Officers
The Officers of this Section shall consist of a Chair, a Vice Chair – Operations, a Vice Chair – Technical, a Secretary, and a Treasurer, all of whom shall be elected as prescribed in Article X, for a term of one year and shall continue in office until their successors qualify. The officers shall take office at the beginning of the Section administrative year. If the Chair has served a full term, then the Chair is not eligible to serve a second consecutive term.
The Chair shall be the Chief Executive Officer of the Section. The Chair shall be a member of the Council and of all committees, except the Nominating Committee. The Chair shall preside at all meetings and functions of the Council and of the Section and represent the Section in dealing with outside agencies, making all appointments and transacting all business of the Section as directed by it or by its Council, and in accordance with these Bylaws. The Chair shall continue to serve as a member of the Council as Past Chair for one year after completing the Chair’s term.
8.3 Vice Chairs
The Vice Chair – Operations and the Vice Chair – Technical shall be members of the Council and responsible for conducting the detailed planning in their respective areas.
The Secretary shall be a member of the Council and shall maintain minutes of all meetings of the Section and shall be custodian of all its records not specially assigned to others. The Secretary shall conduct the correspondence of the Section and the Council and send out all meeting notices.
The Treasurer shall be a member of the Council, shall have charge of the funds of the Section, and shall make all required financial reports and such expenditures as may be authorized by the Section or by the Council or by the Bylaws of the Institute.
ARTICLE IX – Council
The Council shall consist of the Chair, Vice Chair – Operations, Vice Chair – Technical, Secretary, Treasurer, Program Chair, Membership Chair, Publications Chair, Past Chair and ten elected Councilors. The Council shall have general supervision of the work of the Section.
9.2 Vice Chair Operations
The Vice Chair Operations is elected by the membership and is responsible for overseeing the operations branch of the council including the Programs Chair, Membership Chair and Communications Chair.
9.3 Vice Chair Technical
The Vice Chair Technical is elected by the membership and is responsible for overseeing the technical branch of the council including all of the technical committees. As part of these duties the VC Technical is in charge of organizing and running the section’s Annual Technical Symposium (ATS).
9.4 Program Chair
The Program Chair is appointed by the Chair and is responsible for organizing and conducting regular and special programs for the Section.
9.5 Membership Chair
The Membership Chair is appointed by the Chair and is responsible for Section membership promotion and retention programs. The Membership Chair shall also maintain an accurate Section membership list, with e-mail addresses, phone numbers, etc.
9.6 Communications Chair
The Communications Chair is appointed by the Chair and is responsible for the preparation and distribution of all Section publications, including the Section newsletter. The E-Mail Chair, the Publicity Chair, and the Webmaster(s) also report to the Communications Chair.
Councilors are responsible for providing advice and recommendations to the Council. They are also responsible for assisting in the coordination and execution of Section dinner meetings. They are encouraged to take an active part in committees and other Section activities. They shall take office at the beginning of the administrative year for terms of two years and shall continue in office until their successors qualify and take office. Councilors shall be limited to two consecutive two-year terms. One councilor position shall be set aside for a young professional member, a member who is under the age of thirty-three at the time of the election.
ARTICLE X – Elections and Vacancies
10.1 Election Frequency
Officers shall be elected annually. Councilors shall be elected as their positions expire.
10.2 Nominating Committee
The Chair shall appoint a Nominating Committee not later than March 1. Such committee shall consist of five members of the Section, of whom two shall be members of the Council not running for election. The Nominating Committee shall prepare a slate, which must be submitted to the Secretary not later than March 30. This slate shall consist of at least one nominee for each position that is up for election, including Vice Chair – Operations, Vice Chair – Technical, Secretary, Treasurer, and Councilors. All nominees shall be members of this section.
10.3 General Membership Nominations
The Secretary shall send to the membership of the Section a list of the nominees within ten days of receipt of their names from the Nominating Committee. Additional nominations may be made by petition to the Secretary, stating the name of the nominee and the office for which they are being nominated, and shall be signed by at least a membership quorum. Nominations by petition shall be received by the Secretary for fifteen days after the date on which the notification was mailed to the members. The closing date shall be indicated on the original notification mailed to the members.
Election correspondence shall be done by e-mail and all members of the Section shall cast their votes online not later than April 30. An AIAA membership number should be entered when voting to validate member legitimacy. The Chair of the Nominating Committee will verify the electronic election results and pass to the Secretary the names of the Officers and Council Members elected not later than May 15. A plurality of the ballots shall constitute election with a tie to be resolved via a quorum vote of the Council.
10.5 Order of Succession
In the Chair’s absence or inability to act as the Chief Executive Officer of the Section, this office shall be filled by the the Vice Chair – Operations or the Vice Chair – Technical in that order. If the commitment of all of the above individuals do not permit one of them to succeed as Chair, the vacancy shall be filled by an election.
A vacancy on the Council or in any office except that of the Chair shall be filled by an appointment by the Chair to serve until the next annual election.
ARTICLE XI – Financial Affairs
The dues shall be as fixed by the Bylaws of the Institute and shall be paid to said Institute. This Section shall neither charge nor collect dues or assessments, but the Section may accept incidental voluntary contributions for social and technical activities.
11.2 Section Financial Responsibility
This Section shall be responsible for its own acts, contracts, debts, and other obligations and undertakings unless the Institute, by duly constituted action of its Board, agrees to undertake or assume responsibility prior to the time the action is taken or the obligation is incurred. This Section shall open and maintain a bank account in a reliable banking or other financial institution for the disbursement of expenses incident to its organizational purposes and functions in accordance with its Bylaws and constitution and Bylaws of the Institute.
11.3 Authorized Indebtedness
This Section shall have no indebtedness, and shall not enter into any contract or understanding, assume any obligations, or make any expenditures, the effect of which would be to create, at any time, a Section obligation the total amount of which would exceed projected funds on hand, based on the Council’s prudent review of the Section balance sheet.
11.4 Personal/Organizational Liability
This Section and the Officers and Council hereof, shall not be liable or otherwise responsible for the action of, or obligations incurred by any individual member or group of members of this Section, except insofar as such actions or obligations are the responsibility of the Section under these Bylaws.
ARTICLE XII – Committees
12.1 Section Committees
The Chair, in consultation with the Vice Chair – Operations and the Council, shall appoint the following committees: Program Committee, Membership Committee, and Publications Committee. The Chair may appoint other committees as required. Committee Members shall serve for one Section administrative year or until their successors are appointed.
12.2 Technical Committees
In consultation with the Vice Chair – Technical and the Council, the Chair shall appoint Section technical committees as needed to support the technical interests of the members. Technical Committee Chairs shall serve for two years or until their successors are appointed. Technical committee chairs are responsible for organizing/hosting one lunch and learn in their technical area annually. They are also responsible for chairing/co-chairing a track at the section’s Annual Technical Symposium (ATS). Technical Committee Chairs must also hold a quarterly committee meeting at a minimum. Technical committees not in compliance with these requirements will be disbanded at the discretion of the Executive Council upon recommendation from the Vice-Chair Technical.
12.3 Regional Advisory Committee
The Chair or the Chair’s designee shall serve as the Section’s representative to its Regional Advisory Committee.
ARTICLE XIII – Suspension of Officers and Council Members
13.1 Special Meetings
In addition to the AIAA Board of Directors’ right to suspend any member to act as an Officer or Council member of an AIAA Section, the Council may suspend for cause the authority of any member to act as an Officer or as a Council member at a Special Meeting called for that purpose only. Such Special Meeting may be called by the Section Chair on the Section Chair’s own initiative and also shall be called by the Chair upon receipt of a written request signed by at least 40% of the Section Council members, which meeting shall be called by the Chair within thirty days of receiving the written request from the Council members.
13.2 Meeting Notice
Notice of any Special Meeting called pursuant to this Article shall be sent to the subject Officer or Council member (hereinafter “Subject”) in writing no later than 15 days prior to the date of the Special Meeting. Such written notices shall include a list of the charges made against the Subject, shall set forth the time and place of the meeting and shall be sent to the Subject by enclosing the notice in an envelope and mailing said notice by first class mail postage paid, to the last known address of the Subject.
13.3 Effective Date of Suspension
If the Special Meeting is called in response to a written request by 40% of the Council members, the authority of the Subject shall automatically be suspended preliminarily pending the Special Meeting of the council. If the Section Chair calls a Special Meeting on the Section Chair’s own initiative, written agreement of at least 40% of the entire Council will be required in order to impose such a preliminary suspension. Any preliminary suspension imposed pursuant to this paragraph shall terminate at the conclusion of the aforementioned Special Meeting of the Council or thirty (30) days after the date on which the preliminary suspension was imposed, whichever occurs first.
The Subject shall be provided an opportunity to present his or her position during the Special Meeting and prior to a vote on the suspension of the Subject. The Officer presiding over the meeting may, at the Officer’s discretion, limit the time provided for the presentation on behalf of the Subject but shall in all cases provide at least 30 minutes. An equal amount of time shall be provided to those making a presentation in favor of suspending the Subject.
13.5 Voting Requirements
At least two-thirds of the entire Section Council must be present at the Special Meeting and must vote in favor of suspension in order to suspend the authority of the Subject.
13.6 Termination of Suspension
If the Council fails to vote to suspend the authority of the Subject within thirty (30) days of the initiation of the procedure described herein, such procedure shall terminate. Such terminated suspension procedure shall not be initiated anew less than six months from the date of the initiation of the prior procedure except upon an affirmative vote of 60% of the entire Council. If, at a Special Meeting of the Council held within the thirty (30) day period referred to in Paragraph 13.1 of this Article, there are sufficient votes cast to suspend the authority of the Subject, suspension for a period not longer than the Subject’s remaining term as Officer or Council Member shall immediately take effect subject to Paragraph 13.7 of this Article.
When, at the Special Meeting, sufficient votes have been cast in favor of suspension, the Subject may request, in writing, an opportunity to appeal the decision of the Council to the AIAA Board of Directors. The Board of Directors shall, upon receiving such written request, provide the appellant an opportunity to present, in writing, the appellant’s reasons for believing that the decision of the Council was unjustified or improper. The Board of Directors may further request, from the Council, a written explanation of the bases for the Subject’s suspension. In addition, the Board of Directors may request that the Appellant and/or the council provide additional information, including an oral explanation of its written remarks. Any suspension imposed by vote of the Council at the Special Meeting shall continue pending a decision by the Board of Directors. The aforementioned petition to the Board of Directors shall be the only appeal available, and all decisions of the Board to affirm, modify, or reverse the decision of the Council shall be final and binding upon the parties.