BY-LAWS

LOS ANGELES SECTION

AMERICAN INSTITUTE OF AERONAUTICS AND ASTRONAUTICS

Revision A

November 8, 1999

Approved by Membership Vote: ___________

BY-LAWS LOS ANGELES SECTION

AMERICAN INSTITUTE OF

AERONAUTICS AND ASTRONAUTICS

1. The Executive Committee shall consist of the Section Officers. The Section Officers shall be a Chair, Chair-Elect, Vice-Chair Technical, Vice-Chair Education, Vice-Chair Programs, Vice-Chair Membership, Vice-Chair Public Policy, Vice-Chair Secretary, Vice-Chair Finance, Vice-Chair Chapters, Vice-Chair Honors & Awards, Vice-Chair Young Members, Vice-Chair Special Events, Vice-Chair Career Enhancement, and Vice-Chair Pre-College Outreach. The Executive Committee shall also appoint a Communications Officer and a Section Historian as members of the Committee. The Section officers shall be Section members who have been duly elected or appointed in accordance with ARTICLE VIII - Elections and Vacancies of these By-laws. The Section officers shall be installed in office at a regularly scheduled Section meeting and continue until their successors are installed.

 

2. The Chair shall be the chief executive officer of the Section and an exofficio member of all committees; however, the Chair shall not be a member of the Nominating Committee. With the advice and approval of the Executive Committee, the Chair shall identify all committees necessary for the proper function of the Section and shall appoint chairpersons for each, except the Chair shall not appoint the chairperson of the Nominating Committee. He shall preside at all business meetings of the Section, and the Executive Committee. By July 1 following the Chair's term of office, the Chair shall submit a formal annual report of the progress and financial status of the Section for the previous fiscal year to the Director of Region VI of the AIAA. At the first General Meeting of the Section the Chair shall make a similar, informal report to the membership. The Chair shall appoint a member of the Executive Committee to perform his duties during any temporary absence.

 

3. The Chair-Elect is that individual who shall succeed the Chair at the beginning of the year following his election, unless earlier succession should be required. The Chair may delegate to the Chair-Elect appropriate responsibilities and authorities, to provide the opportunity for the incumbent to become familiar with the problems and programs of the Section. The Chair-Elect shall be a voting member of the Executive Committee and an ex-officio member of all Committees.

 

4. The Vice-Chair Technical shall be responsible for all Section technical meetings; for promoting Section interest and participation in national technical meetings; for planning, budgeting, conduct and prompt reporting of such meetings; and for motivating, coordinating, planning, and conducting other Section technical activities. The Vice-Chair Technical shall direct those committees placed under him by the Chair and perform such other duties as directed by the Executive Committee.

 

5. The Vice-Chair Education shall be responsible for the planning, budgeting, conduct, and prompt reporting of all Section activities which promote professional development and foster education in engineering and science, both among Section members and within the community. In particular, Vice Chair Education shall carry out the Section's responsibility for student branches assigned to it by AIAA National Headquarters, including providing such branches with aid and guidance. The Vice-Chair Education shall direct those committees placed under him/her by the Chair and perform such other duties as directed by the Executive Committee.

 

6. The Vice-Chair Membership shall be responsible for the planning budgeting, conduct, and prompt reporting of Section activities which enlarge and advance its membership, and for assessing the Section's responsiveness to them. The Vice-Chair Membership shall direct those committees designated by the Chair and perform such other duties as directed by the Executive Committee.

 

7. The Vice-Chair Programs shall be responsible for the planning, budgeting, conduct, and prompt reporting of meetings and events including, but not limited to: local national functions; section field trips, and meetings for social and other non-technical purposes. The Vice-Chair Programs shall direct those committees placed under him by the Chair and perform such duties as directed by the Executive Committee.

 

8. The Vice-Chair Secretary shall be the custodian of all Section records not specifically assigned by the Chair to others. The Vice-Chair Secretary shall prepare and maintain the correspondence of the Section, and the Executive Committee, including all meeting notices. Vice-Chair Secretary shall keep a Section roster as supplied by National Headquarters on at least an annual basis. The Vice-Chair Secretary shall record and maintain the minutes of all business meetings of the Section, the Executive Committee, and shall forward copies of the minutes to the members of the Executive Committee and the Advisory Council. The Vice-Chair Secretary shall direct those committees designated by the Chair and perform such other duties as directed by the Executive Committee.

 

9. The Vice-Chair Finance shall be responsible for all Section funds, including their receipt, retention, disbursement, and accounting. Vice-Chair Finance shall act in accordance with sound business practices and with the provisions of ARTICLE X - Financial Responsibilities of these By-laws. The Vice-Chair Finance shall make all financial reports required and expenditures authorized by the Executive Committee or the By-laws of the AIAA The Vice-Chair shall direct those committees designated by the Chair and shall appoint a Controller, whose appointment is subject to the approval of the Executive Committee. The Vice-Chair Finance or Chair shall approve expenditures out of his/her budget and perform such other duties as directed by the Executive Committee.

 

10. The Vice-Chair Public Policy shall be responsible for the planning, budgeting, conduct, and prompt reporting of all Section activities which increase public awareness of aerospace contributions to society, contribute expertise toward solutions of community technological problems, and promote community interest in AIAA. Committees may be established to conduct public relations for the Section and for promoting Technology Transfer. The Vice-Chair Public Policy shall direct those committees designated by the Chair and perform such other duties as directed by the Executive Committee.

 

11. The Vice-Chair Honors & Awards shall be responsible for the timely dissemination of information on National, Regional and Section Awards, shall provide advice on preparation of applications for awards, and shall be an advocate for submission of applications. The Vice-Chair shall also be responsible for the preparation of awardees' certificates and plaques when required. The Vice-Chair shall direct those committees designated by the Chair and perform such duties as directed by the Executive Committee.

 

12. The Vice-Chair Young Members shall be responsible for the planning, budgeting, conduct and prompt reporting of Section activities of particular interest to members under 35 years of age. The Vice-Chair shall direct those committees designated by the Chair and perform such other duties as directed by the Executive Committee.

 

13. The Vice-Chair Special Events shall be responsible for the planning, budgeting, conduct, and prompt reporting of major special events sponsored by the Section which differ markedly in content and extent than those activities of the Vice-Chair Programs. The Vice-Chair shall direct those committees designated by the Chair and perform such other duties as directed by the Executive Committee.

 

14. The Vice-Chair Career Enhancement shall be responsible for the planning, budgeting, conduct, and prompt reporting of activities related to matters concerned with the career relations and development of members including such matters as pensions, certification, ethics, manpower, employment, conditions of employment and benefits. The Vice-Chair shall direct those committees designated by the Chair and perform such other duties as directed by the Executive Committee.

 

15. The Vice-Chair Pre-College Outreach shall be responsible for the planning, budgeting, conduct and prompt reporting of activities related to career guidance and scientific enrichment activities to students in grades K-12. The Vice-Chair shall direct those committees designated by the Chair and perform such other duties as directed by the Executive Committee.

 

16. The Communications Officer shall be appointed by the Executive Committee and shall be a voting member of the Executive Committee. The Communications Officer shall be responsible for the Section publicity and communication activities, including, but not limited to, the periodic preparation and distribution of the Section Newsletter, administration of the Section website, and any other print or electronic media required to support Section activities. As necessary, the Communications Officer shall appoint members to his/her committee to support these functions. Members of this committee are not voting members of the Executive Committee. The Communications Officer shall direct those committees placed under this office by the Chair and shall perform such other duties as directed by the Executive Committee.

 

17. The Historian shall be appointed by the Executive Committee and shall be responsible for maintenance of the Section archives, for preparation of the Section history, and for planning, budgeting, conduct, and prompt reporting of Section historical meetings. The Historian shall direct those committees designated by the Chair and shall perform such other duties as directed by the Executive Committee.

 

18. The voting members of the Executive Committee are the Chair, Chair Elect, Vice Chairs and Communications Officer.

 

19. The Chair shall appoint such additional staff committees and/or individual staff assignments as from time to time deemed necessary and constructive to the objectives of the Section. Such appointments shall be approved by the Executive Committee. Such appointments may be terminated at any time by the Chair and, in any case, shall not extend beyond the Chair's normal term of office.

 

20. The Section Representative to the Regional Advisory Council for Region VI shall be appointed by the Chair in consultation with the Executive Committee. The Representative need not be a member of the Executive Committee.

 

21. The Executive Committee shall meet each month. The Chair may, if he wishes, call special meetings of the Executive Committee or of any committee of the Section. Or they may also be convened by the Chair upon request of three or more members of the Executive Committee.

 

22. The Vice-Chair Chapters shall be responsible for motivating and assisting in the formulation and conduct of chapters, and reporting their activities to the Executive Committee at its regularly scheduled meetings. Activities shall be coordinated with the Vice-Chair Education.

 

23. By Nov 1 of each year, all members of the Executive Committee shall read these bylaws and file a statement to the effect with the section secretary.

1. The Advisory Council shall consist of the Chair of the previous year, who shall chair the Advisory Council, and a minimum of six and a maximum of fifteen Members-at-Large. The Members-at-Large shall be elected or appointed in accordance with Article VIII - Elections and Vacancies of these By laws. They shall be installed in office at the first regular Section meeting after their election. They shall each serve two-year terms, and shall continue in office until their successors are installed. Members of the Advisory Council are not voting members of the Executive Committee. If any member of the Advisory Council attends fewer than 1/3 of the Executive Committee meetings, that members hall be declared inactive and replaced on the upcoming ballot.

 

2. Meetings of the Advisory Council shall be called by the Section Chair or upon request of three members of the Advisory Council. Such meetings shall be called at such times as will permit the Council to do its work in a timely fashion.

1. An annual election shall be held early in the fourth quarter of the fiscal year for Section Officers and Advisory Council Members-at-Large whose terms are expiring. The necessary steps of the election procedure shall be executed in a timely fashion. Appropriate, but not mandatory, dates for each step are indicated parenthetically in Sections 2 through 6 of this Article.

 

2. The Executive Committee shall appoint (February 15) a Nominating Committee consisting of five (5) members, including the immediate past Section Chair (if still a member of the Section, if not still a member, the Advisory Council Chair would be included on this committee) and at least one member of the Executive Committee. The remaining members may be members of the Executive Committee, Advisory Council, or members at large. The Executive Committee shall also appoint a Chair Pro Tem of the Nominating Committee until a chair is elected. The Nominating Committee shall elect one of their membership as Chair.

 

3. As a goal, the slate shall consist of at least two nominees for each office. All nominees shall be members of the Section, and meet the qualifications of Article VI- Vice-Chair Term of Office.

 

4. The Vice-Chair Secretary shall mail or email to the Section membership (March 15) an election notice and a list of the nominees. Additional nominations may each be made by a valid petition to the Chair. Such a petition, to be valid, shall state the name of the nominee and the office, and shall be signed by at least five percent of the Section membership tip to a maximum of two hundred and not less than ten members, whose names must appear on the complete list of Section members as of the date of mailing the election notice. Moreover, such a petition to be considered must be received by the Vice-Chair Secretary no later than a date specified in the election notice, which date shall be no less than fifteen (15) days after the mailing date of the election notice. The Vice-Chair Secretary shall validate such petitions and certify them to the Nominating Committee in writing, dating and mailing such certification on the weekday immediately following the specified cut-off date (April). Further, a copy of such certification will be attached to the minutes of the next meeting of the Executive Committee.

 

5. The Chair shall appoint (April 15) a Tellers Committee of at least five (5) Section members to count ballots and shall inform the Vice-Chair Secretary of the names of the members of the Tellers Committee.

 

6. The Vice-Chair Secretary shall mail ballots to all members of the Section (April 15). The ballots shall specify the closing date for balloting, which date shall be no less than twenty (20) days after the mailing date of the ballot. The design of the ballot shall provide for the preservation of secrecy in the individual members' votes and shall also provide for validation of the ballots. The ballots shall be marked by the members and returned to the Vice-Chair Secretary. The Vice-Chair Secretary shall deliver to the Tellers Committee all of the ballots received (May 10). The Vice-Chair Secretary shall maintain an accounting of all ballots printed, mailed, received and delivered and shall report these accounts in writing to the Executive Committee.

 

7. The Tellers Committee shall validate the ballots, using the complete list of Section members as of the date of mailing the ballots to the Section membership. The Tellers Committee or Executive Committee shall count the valid ballots and certify the results to the Chair. Election to any position shall be by a plurality of votes cast for the nominees for that position. Ties shall be settled by a majority vote of the Executive Committee. The Chair shall immediately notify all newly elected officers and Members-at-Large of their election, and the Vice-Chair Secretary shall record their acceptance to the minutes of the next meeting of the Executive Committee. The Vice-Chair Secretary shall then notify the Section membership.

 

8. The existence of vacancies on the Executive Committee shall be declared by majority vote of the Executive Committee. The Executive Committee may fill such vacancies by appointment of a qualified individual from the Section membership. If a Vice-Chair should abandon their office prior to the end of the term, the Executive Committee may appoint a qualified individual to serve until the next annual election, at which time, he/she may run for the same office.

 

9. The existence of vacancies among the Members-at-Large shall be declared by majority vote of the Executive Committee. The Executive Committee shall immediately fill such vacancies by majority vote, those elected to serve only until the next annual election.

1. At least four meetings of the Section membership shall be held each year at such hour and place as the Executive Committee shall decide. One meeting shall be held to install new Officers and Members-at-Large, and for any other business that may arise. A report of the activities of the previous year shall be presented to the membership at the first General Meeting held after the installation of new officers.

 

2. At any meeting of the Executive Committee, fifty percent of its voting membership shall constitute a quorum for the purpose of conducting business requiring a vote.

 

3. Special meetings of the Section membership may be called only by the Chair, by majority vote of the Executive Committee, or by the Written request of at least five percent of the membership up to two hundred members but not less than ten members. The call, to be valid, must state the specific purpose of the meeting. Further, notice of the meeting must be mailed to the membership at least five days before the date of the meeting, and must indicate the date, place, hour, and specific purpose of the- meeting.

 

4. Robert's Rules of Order Revised shall govern the meetings of the Section in all cases in which they are consistent with these By-laws and with the Constitution and By-laws of the AIAA.

 

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

1. The fiscal year of the Section shall run from June 1 to May 31.

 

2. The dues shall be fixed by the By-laws of the AIAA and shall be paid to the AIAA directly. The Section shall neither charge nor collect dues or assessments, but the Section may charge for meetings and events and accept voluntary contributions.

 

3. The Section shall submit an annual budget for the coming fiscal year to the Director of Region VI of the AIAA on or before September 1. The budget shall include supporting data such as intended programs and special events.

 

4. The Section shall be responsible for its own acts and obligations, subject to the Constitution and By-laws of the AIAA unless the AIAA, by duly authorized action of its Board of Directors, agrees to assume responsibility for such acts and obligations beforehand. The Section shall open and maintain such bank accounts as necessary in reliable banks or other financial institutions to pay its proper expenses.

 

5. The Section shall have no indebtedness, and shall not enter into any contract or understanding, assume any obligations, or make any expenditures, which would create at any time a Section obligation the total amount of which exceeds unobligated funds on hand by One Thousand Dollars ($1000.00).

 

6. No member of the Executive Committee or the Advisory Council shall be liable either jointly or severally to the Section for any loss suffered by the Section as a result of any action of the Executive Committee or of the Advisory Council or of any member of the Section except in relation to matters as to which such member shall be adjudged in any action, suit, or proceeding to be liable for negligence, misfeasance, or misconduct in the performance of his duties as such member.

 

7. To assure that the financial records of the Section are in good order, and to establish the basic reference point for the transfer of financial control from the outgoing to the incoming Executive Committee, the financial records of the Section shall be audited each year at the close of the Fiscal Year by a specially appointed committee, the Audit Committee, composed of the incoming Vice-Chair Financial, one member appointed by the outgoing Chair and one member appointed by the incoming Chair. The retiring Vice-Chair Financial will be an ex-officio member of the committee. The new Vice-Chair Financial shall be Chair of the Audit Committee. The books will be closed as of June 1 for audit purposes. The Audit Committee will review the closing records, will certify as to their correctness at the time of the transfer of the accounts, and will report its findings to the incoming Executive Committee and to the Director of Region VI of the AIAA on or before September 1. In addition, the Audit Committee will make any recommendations it considers appropriate to the improvement of the Section financial system. Its report to the incoming Executive Committee will include such recommendation as well as a comparison of the performance of the past year with the prior budget plan.

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 Executive Committee 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 Chairman on his own initiative and also shall be called by the Chairman or Vice-Chairman upon receipt of a written request signed by at least 40% of the Section Executive Committee members, which meeting shall be called by the Chairman within thirty days of receiving the written request from the Executive Committee members.

 

2. 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 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 is called in response to a written request by 40% of the Executive Committee members, the authority of the Subject shall automatically be suspended preliminary pending the Special Meeting of the Council. If the Section Chairman calls a Special Meeting on his own initiative, written agreement of at least 40% of the entire Executive Committee 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 Executive Committee 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 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 30 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 Executive Committee 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 Executive Committee 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 Executive Committee. If, at a Special Meeting of the Executive Committee held within the thirty (30) day period referred to in Paragraph One 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 seven 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 Executive Committee 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 Executive Committee was unjustified or improper. The Board of Directors may further request, from the Executive Committee, a written explanation of the basis for the Subject's suspension. In addition, the Board of Directors may request that the Appellant and/or the Executive Committee provide additional information, including an oral explanation of its written remarks. Any suspension imposed by vote of the Executive Committee 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 Executive Committee shall be final and binding upon the parties.

1. Amendments to these By-laws may be made only by majority vote of the Section Membership, wherein a majority shall be construed as a majority of those casting valid votes, and the vote shall be by letter or electronic ballot. No proposed amendment which is inconsistent with the Constitution, By-laws, and Certificates of Consolidation of the AIAA shall be submitted to a vote. The Chair shall be responsible for certifying, to the best of his knowledge, the propriety of any proposed amendment under the foregoing rule before its submission to a vote.

 

2. Amendments to these By-laws may be proposed by a majority vote of either the Executive Committee or the Advisory Council, or by valid petition to the Chair. Such a petition, to be valid, must be signed by at least five percent of the Section membership up to two hundred members but not less than ten members, whose names must appear on the complete list of Section members as of the date of mailing the petition. The Vice-Chair Secretary shall validate such a petition and notify the Executive Committee and Advisory Council accordingly, in writing, within five (5) days after receiving the petition. He shall attach such notification to the minutes of the next meeting of the Executive Committee.

 

3. Upon receipt from the Chair of the amendment proposed and certified according to the above procedures, the Vice-Chair Secretary shall mail the amendment to the Section membership with a ballot. To be counted, ballots shall be returned to the Vice-Chair Secretary within twenty-five (25) days of their mailing to the membership. The Vice-Chair Secretary and two Tellers appointed by the Chair shall validate the ballots. They shall count the valid ballots and certify the results to the Executive Committee. Procedures outlined in Article VIII, Section 6, relating to validation and accountability, shall apply. The Vice-Chair Secretary shall immediately forward any amendments so adopted to the Board of Directors of the AIAA for approval. When such approval is received, the amendment shall become a part of these By-laws and the Section membership shall be notified immediately by the Vice-Chair Secretary.