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Constitution
Article 1. Name
Article 2. Objectives
Article 3. Membership
Article 4. Management
Article 5. Officers
Article 6. Dissolution
Article 7. Amendments to the Constitution
Article 8. Amendments to the Bylaws
Adopted December 2001 CONSTITUTION OF THE AMERICAN ASSOCIATION OF ENGINEERING SOCIETIES, INC. A Non-Profit Organization
ARTICLE I - NAME
Section 1. The name of this organization shall be the American Association of Engineering Societies, Inc. hereinafter referred to as the AAES.
ARTICLE II - OBJECTIVES
Section 1. AAES is organized exclusively for charitable, education, and scientific purposes. The objective of the AAES shall be to advance the knowledge and practice of engineering in the public interest.
Section 2. In furtherance of this general objective the AAES shall:
(A) Provide a means for coordinating the efforts of the members in the provision of reliable and objective information to the general public concerning issues which affect the engineering profession and the field of engineering as a whole.
(B) Provide coordinate and services to collect, analyze, document, and disseminate data which will inform the general public of the relationship between engineering and the national welfare.
(C) Provide a forum for the engineering societies to exchange and discuss their members' views on matters of common interest.
(D) Conduct any additional engineering programs and activities that the member organizations acting individually could not accomplish as well that enhance or other wise serve the public interest and are expressly approved by the AAES Board of Governors (hereinafter referred to as the Board).
Section 3. No part of the net earnings of AAES shall inure to the benefit of, or be distributed to its members, Governors, Officers, or other private shareholders or individuals, except that AAES shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes and objectives for which the corporation is incorporated. No substantial part of the activities of AAES shall be the carrying on of propaganda, or otherwise attempting to influence legislation except as to the extent allowed by Section 501(c)(3) of the Internal Revenue Code of 1954 as amended, and AAES shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, AAES shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under Section 501(c)(3)of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).
ARTICLE III - MEMBERSHIP
Section 1. The members of the AAES shall be engineering and other technical organizations capable of contributing to the advancement of its objectives. Section 2. Membership categories, and the qualifications and responsibilities of each one, shall be defined in the Bylaws.
ARTICLE IV - MANAGEMENT
Section 1. The managing body of the AAES shall be a Board of Governors (hereinafter referred to as the Board) the purposes of which are to define the ends to be attained by the organization, to institute policies that insure these ends are met, and to insure that necessary resources are available. The composition of the Board shall be specified in the Bylaws and shall include appropriate representation of the member organizations. Voting by the Board shall be on the basis of one vote per voting Board member.
Section 2. Representatives of each Member Society may participate in Business Meetings for the purpose of approving maximum dues, amending this Constitution, and voting on any other business that may properly be brought forward. Voting at such meetings shall be on a proportional basis based on the assessed dues for the then current year. Member Societies with dues in arrears may not vote.
Section 3. (A) The last regularly scheduled meeting of the Board each calendar year shall be designated as the Annual Meeting of the Board.
(B) The Bylaws shall specify quorum requirements and voting procedures in addition to any special voting requirements given in the Constitution.
Section 4. The Board may authorize the formation of organizational entities deemed necessary to achieve AAES objectives; the Board shall specify the roles and missions of all such entities and the powers conferred on them. The composition and operations of such organizational entities shall be described in the Bylaws.
Section 5. There shall be Caucuses for the appointment of officers. The membership and duties of these Caucuses shall be defined in the Bylaws.
Section 6. Bylaws for the purpose of governing the operations and administration of the AAES shall be adopted by the Board.
Section 7. The Board will employ a chief staff officer with the title of Executive Director, who will be responsible to the Board for the management of the staff, operations and facilities of the AAES.
Section 8. In order to carry out these objectives, the AAES may receive, own, and maintain assets of real or personal property, or both, and use or apply the whole or any part of the income therefrom and the principal thereof, and contribute assets of real or personal property, or both, to persons and organizations.
ARTICLE V - OFFICERS
Section 1. The Officers of the AAES will be a Chair, a Chair-Elect, a Past Chair, six At-Large Governors, an Executive Director, and a Secretary/Treasurer.
Section 2. The Bylaws shall specify the methods of electing or appointing officers and their terms of office.
Section 3. The Chair shall be the chief executive officer of the AAES. The Executive Director shall be the chief staff officer reporting to the Board.
ARTICLE VI - DISSOLUTION
Section 1. Upon the dissolution of the AAES, the Board shall, after paying or making provision for the payment of all the liabilities of AAES, dispose of all the assets of AAES exclusively for the purposes of AAES in such manner, or to such organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at that time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue Law), as the Board shall determine. Any such assets not so disposed of shall be disposed of by the Supreme Court of New York, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE VII - AMENDMENTS TO THE CONSTITUTION
Section 1. Amendments may be proposed by the Board by a majority vote at any regularly scheduled meeting, or by a petition of not less than five (5) Member Societies. A proposed amendment shall then be mailed to all Member Societies not less than (60) days before the Business Meeting where the amendment will be considered for adoption. An affirmative vote of at least two-thirds (2/3) of the total possible votes of the Member Societies (in accordance with Article IV Section 2) shall be required for adoption of a Constitutional Amendment.
Section 2. Unless otherwise directed in the amendment, amendments shall take effect thirty (30) days after adoption.
ARTICLE VIII - AMENDMENTS TO THE BYLAWS
Section 1. Amendments to the Bylaws may be proposed by any member of the Board or by petition of not less than five (5) Member Societies. Recommended amendments to the Bylaws and the reasons thereof shall be mailed to all members of the Board at least thirty (30) days prior to the meeting at which the proposed amendments are to be considered. An affirmative vote of at least two-thirds (2/3) of the total Board shall be required to enact such amendment.
Section 2. If a conflict or deficiency is found in some portions of the Bylaws, the Board, by a two-thirds (2/3) vote and without need for prior notice, may suspend the specific paragraphs of the Bylaws and the rules and procedures derived therefrom, pending resolution of the conflict, or deficiency, and remedy through a proper amendment. All other portions of the Bylaws not specified in the suspension action shall continue with full force and effect.