Policies & Procedures
Legal Status of AAWE
The American Association for Wind Engineering is a corporation and is incorporated under the laws of the State of Colorado. Because it is required that the corporation have an address in the State of Colorado, the firm of Cermak, Peterka and Petersen located at 1415 Blue Spruce Drive, Fort Collins, Colorado 80524 have kindly served as the address of record and registered agent for the Corporation.
A copy of the Colorado Certificate of Incorporation can be viewed by clicking the underlined CERTIFICATE below:
CERTIFICATE
AAWE is also a non-profit corporation but this designation is assigned by the Internal Revenue Service. The non-profit designation has recently been updated and the official name on record changed from the Wind Engineering Research Council to the American Association for Wind Engineering. A copy of the letter can be viewed by clicking on the word LETTER below:
LETTER
BYLAWS of the AMERICAN ASSOCIATION FOR WIND ENGINEERING
(Formerly known as the WIND ENGINEERING RESEARCH COUNCIL, INC.)
ARTICLE I
Name
The name of the Corporation shall be the American Association for
Wind Engineering, hereinafter designated by the acronym AAWE.
ARTICLE II
Objectives
The objectives of AAWE shall be the advancement of the science and
practice of wind engineering and the solution of wind-engineering
problems.
ARTICLE III
Place of Business
The place where the principal office of the transaction of business
is located at the office of the Secretary-Treasurer or such other
place as may be designated by the Board of Directors.
ARTICLE IV
Corporate Powers
The corporate powers, business and property of AAWE shall be vested
in and exercised, conducted and controlled by a board of eight (8)
Directors, each of whom shall be a voting Member of AAWE.
ARTICLE V
Officers and Directors
Section 1. The officers of AAWE shall consist
of a President, a President-Elect, and a Secretary-Treasurer.
Section 2. The Board of Directors of AAWE shall
consist of eight (8) Members which shall include the President,
the President-Elect, and six (6) Directors, and the Secretary-
Treasurer; and the Secretary-Treasurer shall serve as an exofficio
Member of the Board.
Section 3. The first President of AAWE to serve
under these Bylaws shall be elected by the AAWE membership for
a term of two (2) years beginning at the first meeting of the Board
following his/her election and terminating with succession of the
President-Elect to the Office of President.
Section 4. The President-Elect shall be elected
by the membership to a term of office of two (2) years beginning
at the first meeting of the Board following his/her election and
shall succeed to the Office of President for a term of office of
two (2) years.
Section 5. Three (3) Directors shall be elected
by the membership to a term of office of four (4) years and three
(3) Directors shall be elected by the membership to a term of two
(2) years beginning at the first meeting of the Board following
their elections. Thereafter, three (3) Directors shall be elected
every two (2) years to a term of office of four (4) years following
the procedure as outlined in Article XI, Sections 1-8. All elected
Directors shall be ineligible to succeed themselves.
Section 6. The Secretary-Treasurer shall be
appointed by the Board of Directors for a term determined by the
Board. The Secretary-Treasurer shall attend all Board meetings
as an exofficio nonvoting member.
ARTICLE VI
Powers and Duties of the Board of Directors
The powers and duties of the Board of Directors are as follows:
- To appoint and specify the term of office of the Secretary-Treasurer.
- To appoint and remove at pleasure all agents and employees of
AAWE, other than the Directors, prescribe duties for them as may
not be inconsistent with law and these Bylaws, fix their compensation
and require from them security for faithful service. - To conduct, manage and control the affairs and business of AAWE,
and to make such regulations therefore, not inconsistent with law
and these Bylaws. - To approve and admit Members, Corporate Members, and Student
Members; to issue or cause to be issued at any time certificates
of membership. - To borrow money and incur indebtedness for the purposes of AAWE
and to cause to be executed and delivered therefore, in the corporate
name, promissory notes and other evidences of debt. - To collect, and provide for the collection of, dues or assessments
in accordance with the provisions of these Bylaws. - Generally to transact all of the affairs of AAWE.
ARTICLE VII
President
The powers and duties of the President are as follows:
- To preside at all meetings of the Board of Directors and of the
Members. He/she shall be the Chair of the Board of Directors. - To call special meetings of the Members and also of the Board
of Directors, at such times as he/she may deem proper. - To sign as President of AAWE all deeds, conveyances, mortgages,
leases, promissory notes, contracts, obligations, certificates,
and other papers and instruments in writing that may require such
signature, unless the Board of Directors shall otherwise direct,
and to perform such other duties as the Board of Directors may
determine.
Article VIII
Senior Advisory Council
The past Presidents of AAWE shall form a “Senior Executive Council”.
This council will consist of all the living AAWE Past Presidents.
It will have no voting rights, but will serve as an advisory body
with a wealth of knowledge and past experience. The Senior Executive
Council will provide advice and suggestions to the AAWE membership
and Board.
ARTICLE IX
President-Elect
The President-Elect shall, in the event of the absence or disability
of the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as the Board of Directors
shall from time to time prescribe.
ARTICLE X
Secretary-Treasurer
The powers and duties of the Secretary-Treasurer are as follows:
- To keep a full and complete record of the proceedings of the
Board of Directors and of the meetings of the Members. - To keep the seal, books, and papers of AAWE, and to affix the
seal to all instruments executed by the President, or by direction
of the Board of Directors. - To sign, in conjunction with the President, or President-Elect,
all certificates of membership, promissory notes and other documents
unless the Board of Directors shall otherwise direct. - To make service and publication of all notices that may be necessary
or proper. In case of the absence, inability, refusal or neglect
of the Secretary-Treasurer to make service or publication of any
notice or any other duties of the Secretary-Treasurer then such
duties may be performed by the President or President-Elect, or
by any person thereunto authorized by any of them, or by the Board
of Directors. - To supervise the accounts and the books of AAWE.
- Generally to do and perform all such duties as pertain to his/her
office and as may be required by the Board of Directors, or by
the President. - To receive any moneys belonging to or paid to or paid into AAWE
and to receipt for the same, and to deposit the same with such
depository as the Board of Directors may designate. - To keep and disburse the funds of AAWE and perform such other
duties as may be prescribed by the Board of Directors or the President. - To receive and to keep all of the funds of the Corporation, such
funds to be retained in accounts selected by the Board of Directors
and such funds to be paid out by checks signed and countersigned
as provided by the Board of Directors. - To render a statement of his/her cash accounts and to enter regularly
in the books of AAWE, to be kept by him/her for that purpose, full
and accurate account of all moneys received and paid by him/her
on account of AAWE. Said statements and accounts shall be provided
to the Board of Directors on demand and not less than annually.
ARTICLE XI
Vacancies in the Office of President, Office of President-Elect and
Board of Directors
Section 1. A vacancy shall be deemed to have
occurred whenever a President, President- Elect or Director dies,
or resigns either by presenting his/her written resignation to
the Board or by presenting such resignation orally at any meeting
of the Board, or by judgment of a competent court is declared incompetent
or insane, or whenever any vacancy is created in accordance with
any law of the State of Colorado.
Section 2. Whenever a vacancy occurs in the
Office of President, the President-Elect shall serve as President
to fill the unexpired term of the vacancy for a time up to the
first Annual Meeting after assuming this role at which time the
President-Elect will succeed to the two (2) year term as President
specified in Section 4 of Article V.
Section 3. Whenever a vacancy occurs in the
Office of President-Elect the President shall appoint a Nominating
Committee as stipulated in Section 3 of Article XI excepting that
the Annual Meeting stated therein may be a Special Meeting of Members
as authorized by Section 3 of Article XII. The individual elected
in the subsequent election as stipulated in Sections 4, 5, 6, 7,
and 8 of Article XII shall serve as President-Elect for a term
equal to the unexpired term of the vacancy and succeed to a two
(2) year term as President in accordance with Section 3 of Article
V.
Section 4. Whenever a vacancy occurs in the
membership of the Board of Directors, such a vacancy may be filled
by an appointee selected by a majority of the remaining Directors,
even though less than a quorum, and this person shall complete
the unexpired term to which he/she has been appointed.
ARTICLE XII
Nomination and Election of President-Elect and Directors
Section 1. The election of the President-Elect
and Directors shall be by secret letter ballot of the voting membership.
Section 2. Each Member of AAWE shall have one
vote.
Section 3. A Nominating Committee composed of
three (3) voting Members shall be appointed by the President at
least ninety (90) days before an Annual Meeting in which an election
is to take place. The Nominating Committee shall nominate at least
one (1) candidate for each vacant director’s office and at least
one (1) candidate for the President-Elect and shall submit its
report to the President at least sixty (60) days before the Annual
Meeting. The list of candidates shall be included in the announcement
of the Annual Meeting.
Section 4. In drawing up the list of candidates
the Nominating Committee shall give consideration to the various
professional activities and geographic locations of the candidates
aiming insofar as possible for a reasonable balance amongst them.
Section 5. An election ballot listing all candidates
nominated by the Nominating Committee and providing space for possible
write-in candidates shall be mailed by the Secretary-Treasurer
to each voting Member within thirty (30) days after the Annual
Meeting.
Section 6. Each election ballot to be valid
must be received by the Secretary-Treasurer within sixty (60) days
after the Annual Meeting in an unmarked and sealed envelope placed
inside an outer envelope bearing the voter’s signature.
Section 7. The President shall appoint three
(3) tellers from the membership-at-large who shall collectively
remove all valid ballots from their unmarked envelopes, shall tally
the election results and shall report their findings to the Secretary-Treasurer
within thirty (30) days of the closing date for receipt of ballots.
Section 8. The Secretary-Treasurer shall notify
in writing those elected and shall report the election results
in the Regular Publication of AAWE.
ARTICLE XIII
Membership and Membership Meetings
Section 1. There shall be three (3) classes
of membership, namely Members, Student Members and Corporate Members.
Members and Student Members shall be persons seriously interested
in the advancement of wind engineering by teaching and research
in related subjects, by involvement in government functions
related to public welfare and safety during wind storms, or
by other relevant activities, as may be determined by the Board
of Directors in consultation with the Membership Committee.
Corporate Members shall be persons, firms or corporations
who make regular financial contributions to AAWE.
Section 2. Regular Annual Meeting.
There shall be an Annual Meeting of the Members of AAWE every
year beginning with the year 2002, at a time, date and location
designated by the President. Notice of the Annual Meeting of
Members shall be given by mailing notice thereof at least fifteen
(15) days prior to the date of meeting, addressed to each of
the Members of AAWE at his/her or its place of business or
residence as the same appears on the books of AAWE, or, in
case no business or residence address of a Member appears on
the books of AAWE, then directed to any address appearing on
the books for such Members. No other or further notice shall
be required.
Notice of change of date for the Annual Meeting shall be
given by mailing notice thereof at least fifteen (15) days
prior to the date established by Section 2(a) of this Article,
addressed to each of the Members of AAWE at his/her or its
place of business or residence as the same appears on the books
of AAWE, or, in case no business or residence address of a
Member appears on the books of AAWE, then directed to any address
appearing on the books for such Members. At least fifteen (15)
days before the alternate date for the Annual Meeting, notices
shall be sent as stated in Section 2(a) of this Article.
Section 3. Special meetings of the Members may
be called and held at any time by order of the President or four
(4) Members of the Board of Directors by a fifteen (15) days’ notice
in writing to all Members of AAWE, given in the manner provided
in Section 2 of this Article.
Section 4. It shall be the duty of the Secretary-Treasurer,
upon demand of the President or four (4) Members of the Board of
Directors to prepare and send notice of any special meeting to
each Member of AAWE in accordance with Section 2 of this Article.
Section 5. At all meetings of the Members, persons
representing twenty-five (25%) percent of the voting power of the
membership, whether in person or by proxy in writing, shall constitute
a quorum.
ARTICLE XIV
Directors’ Meetings
Section 1. Regular meetings of the Board of
Directors shall be held at the time of the Annual Meeting and at
such other time and locations designated by the President.
Section 2. Special meetings of the Board of
Directors may be called at any time by order of the President of
AAWE. Notice of a special meeting of the Board of Directors shall
be given to by each Director by leaving written or typewritten
notice of the time and place thereof at his/her place of business
or residence, at least fifteen (15) days prior to such meeting,
or by depositing the same, with the postage thereon prepaid, in
the United States mail at the principal place of business of AAWE,
addressed to him/her at his/her place of business or residence,
as the same appears on the books of AAWE, or, in case neither his/her
business nor residence address appears on the books, then directed
to any address appearing on the books for him/her, any such mailing
to be at least fifteen (15) days before the day fixed for holding
said meeting. The leaving or mailing of notice as aforesaid shall
be due, legal and personal notice to such Director. No further
or other notice shall be required. Any business which may be done
at a regular meeting of the Board of Directors may be done at a
special or an adjourned meeting of the Board, and no notice of
the nature of the business to be transacted need be given.
Section 3. When necessary or expedient, a meeting
of the Directors, except at the time of the Annual Meeting, may
be held by telephonic communication.
Section 4. When necessary or expedient, the
Directors may take action on specific issues based on a majority
vote of the Directors documented through a letter, fax, electronic-mail,
or phone ballot initiated by the President.
Section 5. The presence of five (5) Directors
shall constitute a quorum at all meetings of the Directors.
Section 6. The Board of Directors shall meet
immediately upon adjournment of each Annual Meeting for the purposes
of organizing and planning. No official notice of such meetings
need be given.
Section 7. The Board of Directors shall furnish
all Members with a summary of each Board meeting in the next issue
of the Regular Publication of AAWE following the date of meeting.
ARTICLE XV
Amendments
These Bylaws may be amended by mail ballot upon receiving an affirmative
vote of two thirds, (2/3) of the ballots cast. All Members of AAWE
are eligible to vote.
ARTICLE XVI
Dues
The dues for all classes of Members shall be fixed at a Regular Meeting
of the Board.
The President and Secretary-Treasurer together shall have discretionary
powers regarding the remission of dues for cause in individual cases.
ARTICLE XVII
Election to Membership
Section 1. Members.
- Membership is attained by direct application to AAWE.
- Membership is limited to applicants whose qualifications
are consistent with Article XII, Section 1 of the Bylaws. - Application shall be made on a standard form submitted to
the Secretary-Treasurer. Applicant shall submit the names of
three references who have personal knowledge of his/her qualifications
for membership. - Application shall be approved or disapproved by the President.
Section 2. Student Members.
- Membership is attained by direct application to AAWE.
- Membership is limited to applicants whose qualifications
are consistent with Article XII, Section 1 of the Bylaws. - Application shall be made on a standard form submitted to
the Secretary-Treasurer. Applicant shall submit the name of
one reference who have personal knowledge of his/her qualifications
for membership. - Application shall be approved or disapproved by the President.
Section 3. Corporate Members shall be elected
upon receiving a majority approval of the Board of Directors. Each
Corporate Member may designate up to five (5) individuals of the
Corporation as Members of AAWE who are eligible to vote.
Section 4. Each Applicant shall be notified
by the Secretary-Treasurer of the action taken within ninety (90)
days of receipt of his/her application and the Secretary-Treasurer
shall periodically announce the names of all new elections to membership
in AAWE.
ARTICLE XVIII
Termination of Membership and of Tenure of Office
Section 1. Any Member, Student Member or Corporate
Member may have membership in AAWE terminated by the affirmative
vote of at least six (6) Members of the Board of Directors; but
no vote shall be taken until after the Member shall have been furnished
with a statement of the charges preferred against him/her, and
shall have been given at least one (1) month’s notice (plus a reasonable
time for notification by mail) of the time when the same will be
considered by the Board; and every such Member shall have the right
to appear before the Board and be heard in answer to the charges,
provided the Member makes no unreasonable delay in presenting himself
or herself before the Board, before final action thereon shall
be taken.
Section 2. Upon the termination of any membership,
all interest of such Member in AAWE or any of its property shall
forthwith cease and terminate; provided, however, that no such
termination of membership shall cancel any liability such Member
may have theretofore accrued.
Section 3. AAWE agents, employees and the Secretary-Treasurer
appointed by the Board of Directors may be removed from office
for good cause shown, after due notice and hearing, by an affirmative
vote of not less than three-fourths (3/4) of the Directors present
at a special or regular meeting of the Board of Directors convoked
as provided for in Article XIII of the Bylaws.
ARTICLE XIX
Committees
The Board of Directors shall have the power to appoint such committees
as in the judgment of the Board of Directors may be necessary or
convenient to handle and dispose of various matters as they may arise,
and may delegate to and confer upon such committees such powers of
the Board of Directors as it shall deem proper.
ARTICLE XX
Regular Publication
A Regular Publication shall be printed and distributed by AAWE on
a regular basis. One issue of the Regular Publication, each year,
shall include the President’s Annual Report and the reports of committees.
ARTICLE XXI
Effective Date of AAWE Bylaws
These Bylaws became effective upon adoption by vote of the AAWE membership
in August 2001 and were updated by a vote of the membership in April
2007.