Section By-Laws – AIAA Atlanta

BY-LAWS OF THE ATLANTA SECTION
AMERICAN INSTITUTE OF AERONAUTICS AND ASTRONAUTICS, INC.
2 MAY 2002

Article I – Name and Territory

The name of this organization shall be the Atlanta Section of the American Institute of Aeronautics and Astronautics, Inc. The territory of this Section shall be all the Postal Service zip codes in the State of Georgia except those included in the area of the Savannah Section.

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. (hereinafter “AIAA”).

Article III – Membership

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 administrative test as to such membership shall be the mailing address of the member as listed in AIAA headquarters records. Additional members may be assigned to the Section by the Institute or by their own request. Corporate, Associate, and Student Members shall not have voting privilege.

Article IV – Officers

1. The officers of this Section shall consist of a Chairperson, a Vice Chairperson, a Secretary, and a Treasurer, all of whom shall be elected as prescribed in Article VI, for terms of one year and shall continue until their successors qualify and take office. The officers shall take office in June. The Chairperson, if he/she has served a full term, is not eligible to succeed himself/herself. For purposes of this section, a “full term” shall constitute one year and shall end in June, except in the circumstance that a Vice Chairperson fills the office of Chairperson by virtue of succession as defined under paragraph 2 of Article VI. When a Vice Chairperson succeeds a Chairperson as defined herein, this new Chairperson shall continue in the office of Chairperson for the year following the year in which the former Vice Chairperson assumed the office of Chairperson through succession.

2. The Chairperson shall be the chief executive officer of the Section. He/she shall be a member of the Council and of all committees, except the Nominating Committee. He/she shall preside at all meetings and functions with outside agencies, making all appointments except the Nominating Committee and transacting all business of the Section as directed by its Council, and in accordance with these By-laws. The Chairperson for the reporting year shall make an annual report in June to the appropriate Regional Director of the American Institute of Aeronautics and Astronautics, Inc.

3. The Vice Chairperson shall be a voting member of the Council and shall act in the place of the Chairperson in any case of the Chairperson’s failure or inability to act. He/she shall transact, at the direction of the Chairperson, any business which could be within the power of the Chairperson to transact.

4. The Secretary shall be a voting member of the Council. He/she shall maintain minutes of the meetings of the Section and shall be custodian of all its records not specially assigned to others. He/she shall conduct the correspondence of the Section and the Council and shall be responsible for sending out all notices of the meetings and keeping a full and correct list of the membership and addresses of the members. He/she shall submit a copy of the minutes of all meetings of the Sections to the Regional Director and the applicable staff liaison.

5. The Treasurer shall be a voting member of the Council and shall have charge of the finances 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 By-laws of the American Institute of Aeronautics and Astronautics, Inc. as implemented under Article VIII ofthese By-laws.

Article V – Council

The Council shall consist of the Officers, the Chairperson of the previous year, and not less than four other elected members. The Council shall have general supervision of the work of the Section. The elected Council members shall take office in May for a two-year term, with half leaving office each year, and shall continue in office until their successors qualify and take office.

Article VI – Elections and Vacancies

1. Election of officers and appropriate Council members shall be held annually.

2. The Council shall appoint a Nominating Committee not later than February 1. Such committee shall consist of five members of the Section, of whom two shall be members of the Council. The Nominating Committee shall prepare a slate which must be submitted to the Secretary by March 1. This slate shall consist of at least one nominee each for Chairperson, Vice Chairperson, Secretary, and Treasurer, and at least one for each Council vacancy. All nominees shall be voting members in good standing of this Section.

3. 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. The Secretary may send the list of nominees to the membership of the Section by any manner reasonably calculated to give the membership of the Section notice of the list, including but not limited to electronic mail, open network electronic transfer, facsimile transmission, letter mail, or the like. 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. Each petition shall be signed by at least five percent of the membership, but not less than ten members. Nominations by petition shall be received by the Secretary for twenty days after the date on which the notification was mailed to the members. The date for closing of the petition nominations shall be indicated on the original notification as mailed to the members.

4. The Chairperson shall appoint a Tellers Committee to count ballots and shall inform the Secretary of the names of the committee members at least thirty days before the election date.

5. The Secretary shall be responsible for sending ballots to all members of the Section on or before April 1. The ballots may be sent in any manner reasonably calculated to reach the membership of the Section, including but not limited to electronic mail, open network electronic transfer, facsimile transmission, letter mail, or the like. The ballots shall be marked with the closing date for balloting, which date shall not be less than twenty days after the date the ballots are sent to the membership. The election shall be secret and the method of ballot return, whether by electronic transmission or otherwise, shall be designed to preserve secrecy. These ballots shall be marked by the members and returned to the Tellers Committee. The Tellers Committee will count the valid ballots and certify to the Secretary the names of the officers and Council members. A plurality of the ballots shall constitute election. The roster used for validating ballots shall be the complete list of members of the Section, in effect within 60 days of the date upon which the ballots were sent to the members of the Section. The Secretary shall report the results of the election to the membership.

6. A vacancy in the office of Chairperson shall be filled by the succession of the Vice Chairperson. Other vacancies on the Council shall be filled by an appointment by the Council to serve until the next scheduled election.

Article VII – Meetings, Procedures, and Quorums

1. At least four regular meetings of the Section membership shall be held each year.

2. Special meetings of the Section may be called by the Chairperson, or upon the written request of at least five percent of the membership, but not less than ten members. The entire membership must be notified of the date, time, and place of such meeting.

3. The Annual Meeting shall be held in May and shall be for the purpose of announcing the Officers and Council elected for the next year, receiving reports of the officers and committees, and other business that may arise.

4. The Council shall hold at least four meetings per year. Meetings may be called by the Chairperson or upon the written request of three members of the Council.

5. The Secretary shall forward within seven days to the Regional Director and the appropriate staff liaison of the American Institute of Aeronautics and Astronautics, Inc., a report of each regular meeting held.

6. The rules contained in Robert’s Rules of Order 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 By-laws of the American Institute of Aeronautics and Astronautics, Inc.

7. Ten members, or five percent of the membership of the Section, whichever is greater, shall constitute a quorum at any meeting of the Section.

8. Forty percent of its membership shall constitute a quorum at any meeting ofthe Council.

9. In any matter to be decided by letter ballot, including elections of officers, a quorum shall consist of the number of valid votes cast.

Article VIII – Financial Affairs

1. The fiscal year shall be from June 1 to May 31.

2. The dues shall be as fixed by the By-laws of the American Institute of Aeronautics and Astronautics, Inc., and shall be paid to said Institute. The Section shall neither charge nor collect dues or assessments, but the Section may solicit or accept voluntary contributions for the furtherance of Section objectives, as set forth in Article II of these By-Laws.

3. (a) The Section shall submit an annual budget for the ensuing fiscal year to the appropriate Regional Director of the American Institute of Aeronautics and Astronautics, Inc., on or before the first day of June of each year.

(b) During June of each fiscal year the Section shall forward to the appropriate Regional Director of the American Institute of Aeronautics and Astronautics, Inc., a financial report for the previous fiscal year.

4. The Section shall be responsible for its own acts, contracts, debts and other obligations and undertakings unless the American Institute of Aeronautics and Astronautics, Inc., by duly constituted action of its Board, agrees to undertake or assume responsibility therefor prior to the time the action is taken or the obligation is incurred. The Section shall open and maintain a bank account in a reliable banking or other financial institution for the disbursement of expenses incident to its organization purposes and functions, and may employ, discharge and compensate from its own funds such personnel, but only such personnel, as are required for proper maintenance of its organization and the performance of its functions in accordance with its By-laws and Constitution and By-laws ofthe American Institute of Aeronautics and Astronautics, Inc. All checks written and all withdrawals from the financial accounts of the Section shall require the signature of one Section officer to be valid.

5. The 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 exceeds unobligated funds on hand by Three Hundred Dollars ($300). Only Section officers may authorize the expenditure of Section funds or the incurring of financial obligations by the Section.

6. The Section and the Officers and Council hereof, shall not be liable or otherwise responsible for the actions 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 By-laws.

Article IX – Committees

1. The Chairperson, in consultation with the Council, shall appoint the following committee chairpersons: Program, Membership, Public Policy, Honors and Awards, Career Enhancement, Young Professionals and Education. The Committee Chairpersons may appoint members to serve on their committees. Members appointed on committees serve for one year or until their successors are appointed. Additional committees may be appointed as necessary.

2. The Chairperson shall appoint a representative to its Regional Advisory Council.

Article X – Limitations and Restrictions

These By-laws and any amendments hereto made pursuant to Section XI hereof are subject to the approval of the Regional Section Activity Committee of the American Institute of Aeronautics and Astronautics, Inc. Further, in accordance with AIAA By-laws, the Section members and Section by-laws are governed by the AIAA Certificate of Incorporation, the Constitution and the By-laws of the Institute, as well as by any rules or regulations established by the AIAA Board of Directors.

Article XI – Amendment

Amendments to these By-laws may be made by a majority affirmative vote of those members voting, the vote to be by ballot. The ballots may be sent in any manner reasonably calculated to reach the membership of the Section, including but not limited to electronic mail, open network electronic transfer, facsimile transmission, letter mail, or the like. An amendment may be proposed by the Council or by petition to the Secretary with approval of at least five percent of the membership, but not less than ten members. A proposed amendment shall be made available to all voting members of the Section within twenty-five days. As with the ballots, the proposed amendments may be made available to the voting members of the Section in any manner reasonably calculated to give the voting members notice of the proposed amendments, including but not limited to electronic mail, open network electronic transfer, facsimile transmission, letter mail, or the like. The Secretary and at least one teller, appointed by the Council, shall validate the ballots, count the valid ballots and certify the results to the Council. When the approval of the Region Section Activity Committee of the American Institute of Aeronautics and Astronautics, Inc. is received, the membership will be notified.

No amendment which is inconsistent with the Constitution or By-laws shall be submitted to vote.

Article XII – Suspension of Officers or Council Members

1. In addition to the AIAA Board of Directors’ right to suspend the authority of 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 of the Council called for that purpose only. Such special meeting may be called by the Chairperson on his/her own initiative and also shall be called by the Chairperson or Vice-Chairperson upon receipt of a written request signed by at least forty percent of the Section Council members, which meeting shall be called by the Chairperson within thirty days of receiving the written request from the Council members.

2. Notice of any special meeting of the Council 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 notice 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.

3. If the special meeting of the Council is called in response to a written request by forty percent of the Council members, the authority of the Subject shall automatically be suspended preliminarily pending the special meeting of the Council. If the Section Chairperson calls a special meeting on his own initiative, written agreement of at least forty percent 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.

4. The Subject shall be provided an opportunity to present his or her position during the special meeting of the Council and prior to a vote on the suspension of the Subject. The Officer presiding over the meeting may, at his discretion, limit the time provided for the presentation on behalf of the Subject but shall in all cases provide at least thirty minutes. An equal amount of time shall be provided to those making a presentation in favor of suspending the Subject.

5. 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.

6. 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 sixty percent of the entire Council. If, at a special meeting of the Council held within the thirty (30) day period referred to in Paragraph 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 7 of this Article.

7. 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, his 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.

Article XIII – Liability of Officers and Council Members

Neither the Officers of this Section nor members of the Council of this Section shall be liable for any of their acts, or acts conducted by third parties at their direction or under their supervision, that do not amount to intentional and purposeful malfeasance.

BY-LAWS OF THE ATLANTA SECTION AMERICAN INSTITUTE OF AERONAUTICS AND ASTRONAUTICS, INC. 2 MAY 2002