National Capital Section of the American Institue of Aeronautics and Astronautics (Aiaa), Inc

BY-LAWS OF THE NATIONAL CAPITAL SECTION OF THE AMERICAN INSTITUE OF AERONAUTICS AND ASTRONAUTICS (AIAA), INC.

ARTICLE I: NAME OF THE ORGANIZATION

The name of this organization shall be the National Capital Section of the American Institute of Aeronautics and Astronautics, Inc.

ARTICLE II: OBJECTIVE OF AIAA

The objective of this organization is to promote, across the Metropolitan DC area, the purposes and programs of the nationwide aerospace industry professional organization known as American Institute of Aeronautics and Astronautics, hereafter referred to as the AIAA.

ARTICLE III: THE TERRITORY OF THE AIAA

The territory of this Section shall be communities of the Washington DC metropolitan area: The DISTRICT OF COLUMBIA; MARYLAND: Counties of Montgomery, Prince George's, Charles, Calvert, St. Mary's, Allegany, and Garrett; VIRGINIA: City of Alexandria, Counties of Arlington, Fairfax, Loudoun, Prince William, Fauquier, and Stafford; WEST VIRGINIA: Grant, Hampshire, Harrison, Marion, Mineral, Monongalia, and Morgan counties. The boundaries for outlying areas of Maryland and Virginia may change over time, based on agreement with adjoining Sections and AIAA National Headquarters. Smaller divisions of the Section, to be known as Chapters, may be formed to serve geographical interests of individual constituencies of the Section more readily, such as Northern Virginia and Southern Maryland, or other Chapters deemed necessary by the Section.

ARTICLE IV: MEMBERSHIP

The membership of this Section shall consist of Members of the AIAA of all Grades, as established by the National Hqs AIAA, who live or work within the Section's territory. The administrative test of membership in the National Capital Section shall be determined by the mailing address of the member as determined by National Hqs AIAA. Additional members may be assigned to the Section by the National Hqs AIAA or by their own request. Voting privileges are not extended to Corporate, Associate, and Student Members.

ARTICLE V: COUNCIL

The ultimate governing body of the Section will be the Council, consisting of the Officers as set forth in Article VI, Chairpersons of Standing and Ad Hoc Committees established by the Council and Section. The Council will have responsibility for supervising of the work of the Section, exclusive of the operational authority designated to the officers. The Council members will take office in June of each year, and shall continue in office for one year until their successors are elected and take office the following year.

ARTICLE VI: OFFICERS 1. The Officers of this Section shall consist of a Chairperson (hereafter referred to as “Chair”), Vice Chairperson/Operations (hereafter referred to as “Vice Chair/Operations”, Vice Chairperson/Programs (hereafter referred to as “Vice Chair/Programs”) Secretary, and Treasurer, all of whom shall he 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 in June at an Officers installation at the annual Awards Banquet. Duly elected officers, if they have served a full term, are eligible to consecutively succeed themselves in the same capacity of one additional term. NCS Secretary and Treasurer may serve more than two terms.

2. The Chair shall be the Chief Executive Officer of the Section. He shall be the presiding member of the Council and a member of all Committees. He shall preside at a1l 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 presiding Council, and in accordance with these Bylaws. The Chair for the preceding year shall make an Annual Report in June to the appropriate Regional Director o f the AIAA.

3. The Vice Chair/Operations shall be a Member of the Council and shall act in the place of the Chair in the Chairman’s absence or incapacity. The Vice Chair/Operations will transact, at the Direction of the Chair, any business which could be within the power of the Chair to transact. If the activities workload of the Section requires additional leadership to carry out the goals and objectives of the Section, a second Vice Chair/Operations may be elected, and shall share duties or take on the additional responsibilities as determined by the Council and the Chair.

4. The Vice Chair/Programs shall be a member of the Council and will primarily be responsible for arranging for the monthly luncheon meeting speakers. The Vice Chair/Programs will coordinate with Technical Committee Chairpersons (Article XI) and other Council Officers conducting Section program activities to assure that there is no conflict or duplication of program activities across the Section and will be the primary arbiter of program or schedule conflict resolution for the Council. The Vice Chair/Programs will also act for the Chair or Vice Chair/Operations at their direction.

5. The Secretary shall be a member of the Council and shall maintain the minutes of the meetings of the Section, and shall be custodian of all its records not specifically assigned to other Officers, Committees, or any employees of the Section established by the Council. The Secretary shall assure that the correspondence of the Section and Council and all notices of the meetings and activities are properly sent out electronically or by land-based mailings, shall assure, in coordination with the NCS Membership Chairperson and Administrator (Article VII), that a full and correct list of membership and the addresses of members is maintained. The Secretary shall submit a copy of all meetings of the Section as required for reporting purposes to the Regional AIAA Director and AIAA National Hqs. The Secretary may delegate correspondence, record keeping, and membership duties as required to the NCS Administrator, whose duties are defined in Article VII.

6. The Treasurer shall be a member of the Council and shall have charge of the finances of the Section and shall make all required financial reports and expenditures as may be authorized by the Section through the approval by the Council or by the Bylaws of the AIAA, as implemented under Article X of these Bylaws.

7. Members at Large/Chairpersons of Standing Committees. The Council shall elect Members at Large who will be assigned the roles of Chairpersons of Standing Committees as defined in Article XI. Members at Large may be re-elected an indefinite number of one year terms. The Council may elect Members at Large without a major Committee leadership position assigned, to promote entry level new Officers on the Council or retain the services of long standing Section members to aid the Council in execution of its duties for the Section.

ARTICLE VII: ADMINISTRATOR

In order to achieve the aims and goals of AIAA in the Metropolitan Washington Area, National Capital Section (NCS) may contract for the services of an NCS Administrator, who will serve to carry out the approved actions by the Council and will report directly to and act at the direction of the NCS Chair. The Administrator will conduct NCS meeting and event arrangements, make reservations, communicate with outside agencies, conduct publicity, billings, collection of fees, and other business activities and correspondence as delegated by the Council and Officers. The Administrator shall maintain current electronic and land-based NCS membership address lists, and through those lists assure timely communications and promotion of upcoming events, The Administrator and Secretary will work to assure archiving of critical Section records, preferably by electronic means, including Council agendas, financial records/budgets, policy decisions, records of all Section events, and other records as required by the Council. The Chair and Treasurer shall negotiate an annual contract for services with the Administrator, which can be renewed indefinitely, and the Treasurer shall provide in the Annual NCS Budget for Administrator fees.

ARTICLE VIII: ELECTIONS AND VACANCIES

1. The Officers and Council members shall be elected annually. 2. The Chair shall appoint a Nominating Committee in February which will consist of three members of the Section, including at minimum two members of the Council. The Chair may serve on the Nominating Committee. The Nominating Committee shall prepare a ballot which must be submitted to the Secretary by April 15. The ballot shall consist of at least one nominee for each Officer position. All nominees must be members of the Section. No individual may be nominated for more than one position. 3. Additional nominations may be made by petition of the Secretary, stating the name of the nominee and the office for which he is being nominated, who petition shall be signed by at least 5 per cent of the membership up to two hundred members but no less than ten members. The date for the closing of petition nominations is April 15. 4. The Secretary and Administrator shall arrange for mailing or emailing of ballots to all members of the Section before 30 April. The ballots will be marked with a closing date of balloting, which date shall be not later than 31 May. A plurality of the ballots received shall constitute election. 5. The Chair shall empower the Administrator to count ballots or in the absence of an Administrator appoint a Tellers Committee of at least two Section members to count ballots and shall inform the Council of the names of the Tellers Committee members prior to counting the ballots. The Tellers Committee or Administrator reports the election results to the Chairman and Council. 6. A vacancy in the office of Chair shall be filled by the succession of the Vice Chair/Operations. 7. A vacancy in the Council or any other Officer except that of the Chair shall be filled by appointment by the NCS Chair, with concurrence by the Council, to serve until the next annual election. ARTICLE IX: MEETINGS, PROCEDURES, AND QUORUMS

1. The Section Program Year will start in September of any given year, and extend to the following August of the following year. At least four regular meetings or events of the Section, but preferably monthly from September to August, shall be held each year at such hour and place as the Council may decide. The Council may decide to hold special summer events July-August. 2. Special meetings or events of the Section may be approved by the Chair or the Council, or upon the written request of not less than ten members, and the entire membership must be notified of the subject, date, costs, and place of the meeting. 3. The Annual Honors and Awards Meeting shall be held in May or June and shall be for the purpose announcing the Officer and Council members elected for the next year, receiving reports of the Officers and Committees, and any other business that may arise, such as awards to members or honorees in outreach programs to the community 4. The Council shall hold at least four meetings per year, with a goal of monthly meetings between September and June of each Program Year. Meetings may be called by the Chair or upon the written request of three members of the Council 5. The Secretary of the Section shall forward a report of each regular Council meeting held, within 21 days of the meeting, to Chair and Council for review prior to the next regular Council meeting. Upon request, copies of meeting reports will be made available to the Regional AIAA Director. 6. The rules contained in Roberts' Rules of Order (Revised) shall govern this Section in all cases to which they are applicable and in which they are not inconsistent with this Section’s Bylaws and the Constitution or By-Laws of the National Hqs AIAA. 7. One percent of the Section membership shall constitute a quorum of any meeting of the Section, or a minimum of 10 members. 8. A quorum at any meeting of the Council shall constitute fifty percent of its membership, including virtual participation on conference calls. Designated proxies of absent members shall be honored, with the Chair voting at his discretion in the event of a tie vote. 9. In any matter to be decided by letter ballot, including election of officers, a quorum shall consist of the number of valid votes cast.

ARTICLE X: FINANCIAL AFFAIRS

1. The Section Fiscal Year will be from September 1 to August 31 of the following year 2. The dues of AIAA shall be as fixed by the Bylaws of the National Hqs of the AIAA, and shall be paid to Hqs. The Section shall neither charge nor collect dues or assessments, but the Section may accept voluntary charitable donations or contributions to support and offset costs of activities and programs. 3. On or before the end of August before each new program year begins, the Section Treasurer shall submit a final, audited past year annual expense and upcoming year budget. The budget will be consistent with anticipated revenues for the coming year and will be consistent with revenues received in recent years. The Audit Committee conduct the audit of the Treasurer’s final report, and the will consist of the outgoing and incoming Section Chair, and one other Member of the Section to attest to Treasurer’s report. The report will be submitted to the AIAA Regional Director for review. 4. Before15 June or immediately following the Annual Meeting, the Treasurer will provide a limited summary of the beginning year and ending year finances to be reported to AIAA Hqs by the Chair in his required 30 June year-end Annual Report to Hqs. The details of the limited financial summary are defined by Hqs AIAA year end report requirements. 5. The Section shall be responsible for its own acts, contracts, debts, and other obligations and undertakings, unless the AIAA, Hqs, by duly constituted actions of the AIAA National Board agrees to undertake or assume responsibility. Therefore 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 as re required for proper maintenance of its organization and the performance of its functions in accordance with Section Bylaws and the Constitution and Bylaws of the national AIAA. 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 unbudgeted, unobligated funds above Five Hundred Dollars ($500), unless approved specifically by the Council. 6. The Section and the Officers and Council hereof, shall not be liable otherwise responsible for the actions of, or obligations incurred by, any individual member or group of members of the Section, except insofar as such actions or obligations are the responsibility of the section under these By-Laws. 7. Any expenditure above the approved annual budget in excess of $100 requires the following actions: (1) The Treasurer must prepare a budget impact statement to be reviewed by the Council; (2) The Council can only vote to approve the over-budget expenditure after receiving and reviewing the Treasurer’s impact statement 8. The Treasurer will have the goal to establish a budget that provides for a minimum balance of $5000 in reserve at the end of the NCS fiscal year of 31 August, to cover financial requirements an unanticipated emergencies or contingencies.

ARTICLE XI. COMMITTEES AND CHAPTERS

1. The Chair, in consultation with the Council and Nomination Committee, will appoint the elected Members at Large to lead the following Standing Committees, in accordance with AIAA Hqs guidance on Section organizational structure: Membership, Honors and Awards, Young Professionals, Pre College Education Outreach, Science Fairs, NASA Hqs/NASA Goddard Liaison, Student Branches, Website/Newsletter/Electronic Communications, Public Policy, Audit, Nominations, Professional Societies Liaison, Member Development/Career Enhancement, Engineers Week.. Chairpersons of Standing Committees will participate in the meetings of the Council. The Chair may appoint Section members to fill vacancies. Chairpersons of Section Technical Committees (Aeronautics, Space Systems, Acoustics, and others as established by the Council) will be members of the Council. Ad Hoc Committees for special events or purposes may be approved by the Council, Members at Large or appointed Section members may chair the Committees, and will participate on the Council for as long as the Ad Hoc Committee exists to serve the purposes of the Section. 2. The Chair of the Section will be the representative to the Regional Advisory Council, but may designate the Vice Chair/Operations or other Council member to represent the Section at Regional meetings. It will be a goal of the Section to have 100% participation in Regional meetings. 3. The Council shall approve the formation of new Chapters of the Section, based on geographical or organizational affiliations in any given area of the Section, for the purposes of serving local community interests of aerospace professionals in the DC Metro area, based upon review and approval of a petition and plan from a group of Section members desiring to form a local area Chapter. Chapters may establish leaders, who will report to Section Chair. 4. Chapters and Technical Committees shall submit a proposed annual budget to the Section in August each year to be incorporated in the overall annual budget. In addition major activities that may require financial support will be submitted to the Council for approval in advance. The Council may underwrite activities within the Financial Limits imposed in Article X.

ARTICLE XII: LIMITATIONS AND RESTRICTIONS

These By-Laws and any amendments hereto made pursuant to Section XIII are subject to the approval of the Board of Directors of the Hqs AIAA. Further, in accordance with the AIAA By- Laws, the Section members and Section By-Laws are governed by the AIAA Certificate of Incorporation, the Constitution and By-Laws of the Institute, as well as by any rules or regulations established by the AIAA Board of Directors. The Chapter By-Laws shall be consistent with the Section By-Laws and are, including amendments, subject to the approval of the Council of the Section.

ARTICLE XIII: AMENDMENTS

These By Laws will be approved by majority vote of the NCS Council. Amendments to these By-Laws may be made by a majority affirmative vote of those members voting, the vote to be by letter ballot. An amendment may be proposed by the Council at by petition to the Secretary with the approval of at least five percent of the membership up to two hundred members, but not less than ten members. A proposed amendment and ballot shall be mailed to all members of the Section within twenty-five days. The Secretary, Administrator, and two Tellers, appointed by the Chair, shall validate the ballots and certify the results to the Council. When approval of the Board of Directors of the AIAA is received, the membership will be notified. No amendment which is inconsistent with the Hqs AIAA Constitution or By-Laws shall be submitted to vote.

ARTICLE XIV: SUSPENSION OF OFFICERS AND 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 any 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 their own initiative and also shall be called by the Chair or Vice Chair/Operations upon receipt of a written request signed by at least 40 per cent of the Section Council members. The Special Meeting shall be called by the Chair within thirty days o f receiving the written request from the Council members. 2. Notice of any Special Meeting called pursuant to this Article shall be sent to the Subject Officer or Council member (hereinafter called "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 Council members, the authority of the Subject shall be temporarily be suspended, pending the outcome of Special Meeting of the Council. If the Section Chair calls a Special Meeting on his own initiative, written agreement of at least 40% of the entire Council will be required in order to impose such a temporary suspension. Any temporary 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 temporary suspension was imposed, whichever occurs first. 4. The Subject shall be provided an opportunity to present their 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 favor of permanently 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 permanent 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 above, the 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 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 Meetinq, 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 Hqs Board of Directors. The Board of Directors shall, upon receiving such written request, provide the Subject, referred to hereafter as the Appellant, an opportunity to present, in writing, his reasons for believing the decision of the Council was unjustified or improper. The Board of Directors may further request from the Council a written explanation of the basis for the Appellant’s suspension. In addition, the Board of Directors may request that the Appellant and/or Council provide additional information, including an oral explanation of its written remarks. Any suspension imposed by vote of the Council at its 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 all the parties.

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