BYLAWS OF THE ORANGE COUNTY SECTION OF THE AMERICAN INSTITUTE OF AERONAUTICS AND ASTRONAUTICS, INC.
August 2015
These bylaws are for the purpose of providing operating rules, regulations, processes and definitions for the Orange County Section. This Section operates under the National American Institute of Aeronautics and Astronautics (AIAA) Bylaws. Should there be a conflict between local and national bylaws, the national bylaws shall take precedent.
Article I - Name and Territory
The name of this organization shall be the Orange County Section of the American Institute of Aeronautics and Astronautics, Inc., hereinafter referred to as the Section. The territory is within the boundaries of Orange County within the State of California.
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 referred to as the Institute.
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. Additional members may be assigned to the Section by the Institute or by their own request. Corporate and Student Members shall not have the voting privilege.
Article IV - Officers
1. The officers of the Section shall consist of a Chair, Chair-Elect, Vice Chair-Membership, Vice Chair-Programs, Vice Chair-Public Policy, Vice Chair-Education, Vice Chair-Young Professionals, Vice Chair-Honors and Awards, Vice Chair-Career Enhancement, Vice Chair-Technical, Vice Chair-Communications, a Secretary, and a Treasurer. All positions, except the Chair and Chair-Elect, shall be elected as prescribed in Article VI, for terms of one year and shall continue in office until their successors qualify and take office. The officers shall take office June 1. All officers, including the Chair, are eligible to succeed themselves in office or to take another officer position the following year.
2. The Section Chair shall be the chief executive officer of the Section. The Chair shall be a member of the Council and 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 except the Nominating Committee and transacting all business of the Section as directed by it or by its Council, and in accordance with these bylaws. The Chair shall make an annual report 30 days after leaving office or the National AIAA due date, whichever is earlier, to the Regional Director.
3. The Chair-Elect shall be a member of the Council and shall act in place of the Chair in any case of the Chair's failure or inability to act. The Chair-Elect shall transact, at the direction of the Chair, any business that could be within the power of the Chair to transact. Upon the completion of the Chair-Elect's term the Chair-Elect shall assume the position of Chair.
4. The Vice Chair-Membership shall direct all member recruitment, member retention activities, maintain current status of membership and maintain member contact list for Section announcements to membership.
5. The Vice Chair-Programs shall direct the dinner programs, technical meetings, and field trips.
6. The Vice Chair-Public Policy shall direct communications with public officials, organize and participate in government and public policy events and disseminate the Institute’s position on public policy issues to members.
7. The Vice Chair-Education shall coordinate with the Student Advisors of all Student Chapters of AIAA within the Section’s territory and coordinate all college-level and pre-college-level (Grades K-12) educational activities sponsored or supported by this Section, including the Region VI Student Conference and the Orange County Science and Engineering Fair.
8. The Vice Chair-Young Professionals shall direct and coordinate Young Professional activities, including retention events.
9. The Vice Chair-Honors and Awards shall be responsible to encourage Section participation in the national and local honors and awards programs. The Vice Chair-Honors and Awards shall seek out persons, organizations, and projects in the territory of the Section for recognition and honors, as appropriate, and insure actions are taken to recognize their accomplishments. The Vice Chair-Honors and Awards will coordinate honors and awards dinner meetings and present the awards to recipients.
10. The Vice Chair-Career Enhancement shall direct and coordinate career enhancement activities, including retention events and maintain contact with the Orange County Engineering Council.
11. The Vice Chair-Technical shall organize technical symposia and conferences and coordinate as needed with the AIAA Technical Committees.
12. The Vice Chair-Communications shall publish the Section’s newsletter, minutes and issue meetings notices via best method (for example email). Also be responsible for maintaining the Section’s website.
13. The Secretary of the Section shall be a member of the Council. The Secretary shall record and maintain minutes of the meetings of the Section and submit the minutes to the Vice-Chair Communications. The Secretary shall submit a copy of the minutes of all meetings of the Section to the Regional Director and the applicable staff liaison or shall post a copy on the section website. The Secretary shall be custodian of all the records not specially assigned to others and shall conduct the correspondence of the Section and the Council. The Secretary shall maintain current copies of the Section Bylaws.
14. The Section Treasurer shall be a member of the Council and 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 the Bylaws of the Institute. Financial records shall be maintained for seven years and held by succeeding Treasurers.
15. If circumstances arise that make it necessary to do so, these bylaws will allow for the modification/combination/deletion of the positions above or the creation of another committee/council position not specifically mentioned here. This action will be taken by majority vote of the existing Council members. Subsequent modification of these Bylaws will follow prior to the next election period.
16. If all Council positions are not filled at the time of election or become empty as the year progresses, the Council will actively seek someone to fill that position and, if found, will be appointed by majority vote of the Council until the next election. During the time the position is not occupied, current members of the Council will be temporarily assigned to perform the duties of the position.
Article V - Council
The Council shall consist of Council Officers-at-Large plus the officers as described in Article IV. The number of at-large officers will be determined by the Council at the time the Nominating Committee is appointed. Council Officers-at-Large shall support the Council as needed.
The Chair of the previous year (Past-Chair) shall be an ex officio voting member and shall be the official parliamentarian and participate in Council activities as appropriate. The Council shall be general supervisor of the activities of the Section. The Council Members shall take office June 1 for terms of one year and shall continue in office until their successors qualify and take office. The Chair may appoint additional Council members with the approval of the Council.
Article VI - Elections and Vacancies
1. Officers and Council Members shall be elected annually
2. The Chair and Chair-Elect are critical leadership positions and as such require a proven and sustained record of appropriate service and leadership on the Council. Therefore, these positions shall not be elected positions but appointed by vote of the Council based on their known record. .
3. In January, a notice shall be issued to all Section members requesting submittal of nominations within 30 days for each Council position enumerated in Article IV and Council Officers at-Large
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4. The Council shall appoint a nominating Committee not later than the end of January. Such Committee shall consist of 2 or more members of the Section, of whom at least one shall be a Council member. The Nominating Committee shall prepare a slate which must be submitted to the Secretary by the end of the first quarter of the year (March 30). All nominees shall be members of the Section. Each position shall have provision on the ballot for a write in name and vote.
5. The Chair shall appoint a Tellers Committee to count the ballots and shall inform the Secretary of the names of the committee members at least thirty days before the election date.
6. The Vice Chair Communications shall send via direct electronic mail to the membership of the Section an election ballot for the nominees and for write ins, which will also be posted on the website, no later than April 1. Members may vote by electronic or mailed ballot. The closing date for balloting shall be thirty days after the date of sending out ballots and this date shall be marked on the ballots. The election shall be secret and the return ballots shall be arranged to preserve accuracy. These ballots shall be marked by the Members and returned to the Chair of the Tellers Committee. The Tellers Committee shall verify the validity of the ballots, count the valid ballots and certify to the Vice Chair Membership the names of the officers and Council Members elected. A plurality of the ballots shall constitute election. In the event of a tie vote for any office, the Council will be polled to resolve each tie vote. If a poll of the Council results in a tie vote, the Chair of the Section will then cast the tie-breaking vote. The roster used for validating ballots shall be the complete list of Members of the Section, effective on the date of sending out the ballots.
7. A vacancy in the office of Chair shall be filled by the succession of the Chair-Elect.
8. A vacancy of the Council or in any office except that of the Chair shall be filled by an appointment by the Council to serve until the next annual election.
Article VII - Meetings, Procedures, and Quorums
1. Informative meetings, for example Speaker meetings covering current activities or events in the industry, shall be held for the benefit of the Section membership periodically throughout the year.
2. The Council shall hold at least four meetings per year. Meetings may be called by the Chair or upon written request of three members of the Council.
3. Special meetings of the Section may be called by the Chair or by the written request of at least three members of the Council, or upon the written request of at least five percent of the Section membership, and the entire membership must be notified of the date and place of such meeting.
4. The Annual Meeting shall be held in May and shall be for the purpose of installing the officers and council elected for the next year, receiving reports of the officers and committees, and any other business that may arise.
5. The rules contained in Robert's Rules of Order newley 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 and shall be interpreted by the parliamentarian.
6. Five percent of the membership of the Section shall constitute a quorum at any membership meeting of the Section.
7. Six members shall constitute a quorum at any meeting of the Council.
8. In any matter to be decided by 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. 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.
3. The Section shall prepare and approve an annual budget for the ensuing fiscal year 30 days after the Chair leaves office.
4. At a date set by the Institute of each fiscal year, the Section shall forward to the Regional Director of the Institute a financial/audit report for the fiscal year. The preparation of the audit report shall be the responsibility of the Vice-Chair Treasurer and shall be approved/audited by an Audit Committee composed of no less than three Section Member volunteers, who are appointed by the Section Chair.
5. 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 thereof 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 organizational 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 bylaws, and the Constitution and Bylaws of the Institute.
6. 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 off which exceeds unobligated funds on hand by Three Hundred ($300). A contingency fund of $1.00 per members is desirable.