ARTICLES OF INCORPORATION
The American Association for Aerosol Research was originally incorporated in the State of New York, on July 29, 1981. The Association may establish bylaws and make rules and regulations which are deemed expedient for the management of corporate affairs so long as such bylaws and regulations are not inconsistent with the laws of the State of New York and other governmental requirements.
BYLAWS FOR THE AMERICAN ASSOCIATION FOR AEROSOL RESEARCH
Article I: NAME, OBJECTIVE
Section 1. NAME. The name of this Association shall be the American Association for Aerosol Research, hereinafter designated as the Association. The approved abbreviation of the name, when an abbreviation is proper, shall be AAAR. The headquarters of the Association shall be at such place as may be determined by the Board of Directors.
Section 2. OBJECTIVE. The purpose of the Association shall be to advance science and engineering in all aspects of aerosol research and to facilitate the exchange of information among its members and other disciplines. The Association shall not assume a position of advocacy with respect to any issue beyond the stated purpose of the Association. No part of the net earnings of the Association shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes hereinabove set forth.
Article II: MEMBERSHIP
Section 1. MEMBERSHIP. The Association shall have four (4) categories of membership: full, student, retired, and organizational member. Subject to the approval of the application for membership by the Executive Committee, and payment of such dues as may be fixed by the Board of Directors, membership in this Association shall be open to all persons who are in agreement with its purpose regardless of race, gender, religion, nationality, or occupation.
Section 2. FULL. Full membership is for individuals who subscribe to the goals of the Association and pay full membership dues. Full membership entitles the individual to voting rights in the Association and other rights and privileges as defined by the Association.
Section 3. STUDENT. Students with an interest in aerosol science who are enrolled in a degree program shall be eligible for student membership in the Association. Student membership does not grant voting rights in the Association. Special rights and privileges may be bestowed by the Association. Student membership dues are determined by the Board of Directors and shall not exceed one half of full membership dues.
Section 4. RETIRED. Retired membership status can be selected by a full member who has retired from employment in aerosol science. This membership category can be granted by the Executive Committee after a written petition requesting the change in membership category is filed by the full member. Special rights and privileges may be bestowed by the Association. Dues for retired membership are determined by the Board of Directors and shall not be greater than one half of full membership dues.
Section 5. ORGANIZATIONAL MEMBER. The Organizational Member is a category of membership open to organizations. The organization shall have the right to be called an â€œOrganizational Member of the American Association for Aerosol Research.â€� At least one individual from the organization will enjoy full member privileges (as stated in Section 2) in this Association and be designated as the Organizational Memberâ€™s representative. Additional rights and privileges may be granted by the Association.
Section 6. TERMINATION OF MEMBERSHIP. The cause and established rule for the termination of membership shall be by reason of nonpayment of dues.
Article III: MEETINGS OF MEMBERS
Section 1. BUSINESS MEETINGS. Annual business meeting of members shall be held during the week of scheduled technical meetings on such dates as may be set by the Board of Directors. A minimum agenda will be required and will include reports by, or on behalf of, the President, Treasurer, and Secretary.
Section 2. SPECIAL MEETINGS. Special meetings of members may be held whenever called by vote of the Board of Directors and shall require a published agenda.
Section 3. PLACE OF MEETINGS. All meetings of members shall be held at such place or places as may from time to time to be fixed by the Board of Directors.
Section 4. NOTICE OF MEETINGS. Except as otherwise required by statute, written notice of each meeting of members, whether annual or special, shall be given to each member by mail at least twenty (20) days before the day on which the meeting is to be held.
Section 5. QUORUM. Fifty (50) members present in person or by proxy or one-tenth (1/10) of the total membership present in person or by proxy, whichever is lesser, shall constitute a quorum for a general or special meeting of members. Validity of proxies will be established by the Secretary of the Association.
Section 6. VOTING RIGHTS. Each full member in good standing shall have the right to one (1) vote at all meetings of members. Such a vote may be exercised in person or by proxy.
Section 7. ORGANIZATION. The President shall call meetings of members to order and shall act as Chairperson of such meeting. The meetings shall be conducted under Roberts Rules of Order. In the absence of the President, the Vice President shall preside.
The Secretary shall act as the Secretary of all meetings of members, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.
Article IV: BOARD OF DIRECTORS
Section 1. THE BOARD. Management of all the affairs of property and interests of the Association shall be vested in a Board of Directors. There shall be fifteen (15) voting members of the Board of Directors. Nine (9) members shall be elected at large by the full membership and shall serve three (3) years with staggered terms, so that three (3) at-large members of the Board of Directors will be elected each year. The remaining six (6) members of the Board shall be the elected officers restricted to the President, Vice President, Vice President-Elect, Secretary, Treasurer, and, in alternate years, the Secretary-Elect or the Treasurer-Elect. Duties of the Associationâ€™s officers are described in Article VI.
In addition to the power and authorities granted by these Bylaws and that the Certificate of Incorporation expressly confers upon them, the Board of Directors may exercise all such powers of the Association and all such lawful acts and things that are not by statute, by the Certificate of Incorporation, or by these Bylaws directed or required to be exercised or done by the members.
In case of any vacancy in the number of Board of Directors at large for any cause, the remaining Directors, by affirmative vote of the majority thereof, shall elect a successor to hold office for the unexpired portions of the term of the Director at large whose place shall be vacant and until the election of his successor.
Section 2. VOTING RIGHTS. Each voting Director shall have one (1) vote at all Board of Directors meetings and any one (1) or more of the Board of Directors or any committee thereof may participate in a meeting of such Board or such committee by means of a conference telephone or of similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Section 3. MEETINGS. The annual meeting of the Board of Directors shall be held following each election. Other meetings of the Board of Directors shall be held whenever called by the President or a majority of the voting Directors currently in office.
The Secretary shall give notice of each meeting by verbal or written notification at least five (5) days before the meeting. No notice shall be required as to any Director who shall attend such meeting, and if any Director shall waive notice of any meeting before or after such meeting is held, notice shall not be required as to such Director. The quorum for any meeting of the Board of Directors shall be a majority of Directors.
Section 4. NOMINATION AND ELECTION.
a. Nominating Committee. At the annual meeting, the Board shall appoint a Nominating Committee of at least three (3) members, all of whom shall have been members of the Association for not less than one (1) year at the time of their appointment. The appointment shall specify the chairperson who shall be the Immediate Past President. The members of the Nominating Committee for a given year shall not be eligible for nomination to any elective office during the year in which they serve. The Association shall, promptly upon the appointment of the Nominating Committee, notify the membership of the Association of the composition of the Committee. Any member of the Association in good standing may suggest to the Nominating Committee, in writing, nominees for Director of the Association and officers-elect.
b. Slate. The Nominating Committee shall prepare a slate of candidates for Directors and Officers in order to fill all vacancies, which will be created by members who will retire from the Board or as an Executive Officer at the time of the next annual meeting. All candidates for Directors or Officers shall have been members in good standing of the American Association for Aerosol Research for at least one (1) year prior to their nomination. All candidates must consent in writing to serve on the Board of Directors or as an Executive Officer of the Association.
This Committee shall examine the existing Board as to the number of members retiring there from (thereby creating vacancies), and shall note the nature of their employment at the time nominations are made, and the Committeeâ€™s nominations for replacements in occurring vacancies shall be such as to retain, consistent with Board policies and to the extent practical, a Board which is representative of the current membership. In making nominations, the Committee shall take into account the various interests in the Association such as, but not limited to: industrial firms and manufacturers, educational institutions, scientific bodies and organizations, and physicians, etc.
By six months before the next annual meeting, the Nominating Committee shall submit a report to the Board.
c. Official Ballot. The Association shall distribute to each voting member an official ballot no later than ninety (90) days prior to the next annual meeting. The ballot shall contain the following items: A listing of the nominations for all the vacancies beginning with the succeeding fiscal year.
A blank, opposite or adjoining the name of each nominee, to enable a member to write in a substitution if he/she wishes to do so.
A set of standard instructions for voting which the Board shall have established.
d. Campaigning. If more than one (1) candidate is nominated for any office, including Board of Directors, it shall be the policy of the Association that no election campaign of any kind shall be fostered or conducted by or on behalf of any candidate. The ballots shall be accompanied by appropriate biographies prepared by the Nominating Committee and a statement of intent by each candidate. If more than one (1) candidate is nominated for any office, including Board of Directors, the position of such candidates on the ballot shall be determined by the drawing of lots.
No candidate shall knowingly allow any campaigning on his behalf. Such campaign activity, as described in the preceding paragraph, may be considered as sufficient cause for the Board, by a majority of those voting, to declare a candidate to be ineligible for election.
e. Ballot Eligibility and Tabulation. No ballot shall be counted unless it is received at the office of the Association no later than thirty (30) days prior to the next Annual Meeting. Ballots may be submitted by letter or by electronic means approved by the Board that assures the principles of only eligible members voting, one vote for each eligible member and anonymity of votes. All letter-ballots shall be verified for eligibility of the voter by comparing the name on the outside of the envelope with the membership list on file, in the presence of the committee of three (3) tellers appointed by the President. The tellers shall remove and destroy all outside envelopes and shall then proceed with the tabulation including electronic ballots, if any. At least one (1) of the tellers shall be a member of the Association or an individual designated by name by the President who will certify in writing as to the appropriateness of the chain of custody of the ballots and the accuracy of the tally. A plurality of the votes cast will decide the election. In case of ties, the election will be decided by lots.
f. Notification. The committee of tellers shall promptly report the results of the election to the President, who shall notify those elected immediately. The result of the election shall also be announced at the Annual Meeting. The Board shall be responsible for news releases.
Article V: COMMITTEES OF THE BOARD
Section 1. EXECUTIVE COMMITTEE. The Board of Directors shall designate an Executive Committee consisting of the President, Vice President, Vice President-Elect, Secretary, and Treasurer. During the interval between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors in the management and direction of the business and affairs of the Association, in such a manner as they shall deem best for the interest of the Association in all cases in which specific directions shall not have been given by the Board of Directors.
During the interval between meetings of the Executive Committee, the President shall possess and may exercise such powers vested in the Executive Committee as from time to time may be conferred upon him by resolution of the Board of Directors or of the Executive Committee.
Section 2. NOMINATING COMMITTEE. Defined in Article IV.
Section 3. BYLAWS. The Bylaws Committee shall be responsible for amending the Bylaws of the Association as described in Article VII. The Chairperson of the Bylaws Committee is appointed by the President.
Section 4. OTHER COMMITTEES. The Board of Directors can designate other special committees and working groups of the Board to carry out functions as may be deemed advisable.
Section 5. FINANCE. The Finance Committee shall be responsible for the financial affairs of the Association and shall advise the Treasurer. The Finance Committee shall consist of the Treasurer, the President, the Treasurer-Elect in the years in which the office is filled, and at least three (3) members of the Association. The Treasurer shall serve as the Chairperson of the Finance Committee.
Section 6. Except where otherwise set forth in these Bylaws, the Chairs and members of the Committees of the Board shall be nominated by the President and approved by the Board.
Article VI: OFFICERS
Section 1. OFFICERS. The Executive Officers of the Association shall be President, Vice President, Treasurer, and Secretary, all of whom shall have been previously elected to one (1)-year terms to the office of Vice President-Elect, Treasurer-Elect, and Secretary-Elect by the full membership. Additionally, the Executive Officers shall include a Vice President-Elect, a Secretary-Elect, and a Treasurer-Elect, all elected by the full membership. The Board of Directors may appoint such other officers as may be deemed necessary.
Section 2. PRESIDENT. The President shall be the chief executive officer of the Association and shall serve for one (1) year. The Presidentâ€™s duties are: to preside at all meetings of the members and of the Board of Directors; to have general and active management of the business of the Association; to see that all orders and resolutions of the Board of Directors are carried into effect; and to execute all contracts and agreements authorized by the Board of Directors.
The President shall have the general supervision and direction of the other officers of the Association and shall see that their duties are properly performed.
The President shall submit a report of the operations of the Association for the year to the members at the Annual Meeting.
The President shall be an ex officio member of all standing committees and shall have the general duties and powers of supervision and management usually vested in the office of President of a Corporation. The President, after serving one (1) year, shall be designated Immediate Past President for one (1) year.
Section 3. VICE PRESIDENT. The Vice President shall serve a one (1)-year term and shall be vested with all the powers required to perform all the duties of the President in the Presidentâ€™s absence or disability, and the Vice President shall perform such other duties as may be prescribed by the Board of Directors. The Vice President shall become the President of the Association after serving one (1) year as Vice President.
Section 4. VICE PRESIDENT-ELECT. A Vice President-Elect shall be elected to a one (1)-year term and shall become the Vice President of the Association after serving one (1) year as Vice President-Elect. The Vice President-Elect shall serve as President in the absence of the President and the Vice President.
Section 5. TREASURER. The Treasurer shall serve a two (2)-year term and shall have custody of the funds and securities of the Association, keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at meetings of the Board, whenever they may require it, an account of all transactions as Treasurer and of the financial conditions of the Association.
The Treasurer shall give the Association a bond, if required by the Board of Directors, in such sum and form, and with security satisfactory to the Board of Directors, for the faithful performance of the office and the restoration to the Association in case of death, resignation or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurerâ€™s possession belonging to the Association. The Treasurer shall perform such other duties as the Board of Directors may from time to time prescribe or require. The Treasurer shall attend to the giving and serving of all notices of the Association including filing any required U.S. and State Internal Revenue forms.
Section 6. TREASURER-ELECT. There shall be a Treasurer-Elect of the Association who shall be elected to a one (1)-year term by the full membership in alternate years. The Treasurer-Elect shall assist the Treasurer and shall become the Treasurer after serving one (1) year as Treasurer-Elect.
Section 7. SECRETARY. The Secretary shall serve a two (2)-year term, and shall keep the minutes of all meetings of members and of the Board of Directors.
Section 8. SECRETARY-ELECT. There shall be a Secretary-Elect of the Association who shall be elected to a one (1)-year term by the full membership in alternate years, not to coincide with the election of the Treasurer-Elect. The Secretary-Elect shall assist the Secretary and shall become Secretary after serving one (1) year as Secretary-Elect.
Article VII: AMENDMENTS
Section 1. PROPOSAL OF AMENDMENTS. Amendments to these Bylaws shall be proposed in any of the following ways:
a. By Single Member. Any member may submit, in writing, a proposed amendment to the Board of Directors. Upon approval by said Board, it shall request the Bylaws Committee to review the proposed amendment in accordance with Section 4 of this Article. Upon receipt of the recommended language of the proposed amendment from the Bylaws Committee and approval by the Board of Directors, said Board shall direct the notice of the proposed amendment be given in accordance with Section 2 of this Article.
b. By Petition of Twenty Members. A proposed amendment bearing the signatures of not less than twenty (20) members entitled to vote may be submitted, in writing, to the Bylaws Committee. Said Committee shall review the proposed amendment in accordance with Section 4 of this Article. Upon receipt of the recommended language of the proposed amendment from the Bylaws Committee and approval of the Board of Directors, said Board shall direct that notice of the proposed amendment be given in accordance with Section 2 of this Article.
c. By Petition of One-Hundred Members. A proposed amendment bearing the signature of not less than one-hundred (100) members may be submitted, in writing, to the Board of Directors. Upon approval by at least five (5) members of the Board, it shall request the Bylaws Committee to review the proposed amendments in accordance with Section 4 of this Article. Upon receipt of the recommended language of the proposed amendment from the Bylaws Committee, the Board shall submit the proposed amendment to the membership for adoption in accordance with Section 5 of this Article.
d. By the Bylaws Committee. The Bylaws Committee may submit a proposed amendment, in writing, to the Board of Directors. Upon approval by the Board of Directors, said Board shall direct that notice of the proposed amendment be given in accordance with Section 2 of this Article.
Section 2. NOTICE OF AMENDMENT. Notice of any proposed amendment, for which notice is required, shall be distributed to each member entitled to vote, at such address as appears in the records of the Association. Said notice shall be distributed not less than thirty (30) days prior to the Annual Business Meeting at which such amendment is to be discussed. Publication of said notice in any official publication of the Association shall be deemed to be notice for purposes of this section.
Section 3. DISCUSSION OF AMENDMENT. Any proposed amendments for which notice has been properly given shall be in order for discussion by the members at the Annual Business Meeting. The Board of Directors shall submit the proposed amendment to the membership for adoption in accordance with Section 5 of the Article before the next yearâ€™s Annual Business Meeting.
Section 4. LANGUAGE OF AMENDMENT. The Bylaws Committee shall review the language of a proposed amendment for technical correctness and shall make any changes to the language of the proposed amendment and any other sections of these Bylaws, which are affected by the proposed amendment as it deems necessary to effect the proposed amendment. The Bylaws Committee shall submit its recommended language to the Board of Directors within one-hundred twenty (120) days of the Committeeâ€™s receipt of the proposed amendment.
Section 5. SUBMISSION OF AMENDMENT. All proposed amendments, which are to be submitted to the membership, shall be transmitted to all members entitled to vote together with secret, sealed ballot envelopes for voting or electronic voting as provided for in Article IV, Section 4e.
Section 6. VOTING ON AMENDMENT. The adoption of the amendment shall require a vote in its favor of two-thirds (2/3) of votes cast. The votes shall be required to be returned to the Association not later than sixty (60) days after the mailing of the proposed amendment. The same provision for verification and vote tabulation by tellers, as specified in Section 4e of Article IV, shall be used.
Section 7. ADOPTION OF AMENDMENT. Should the proposed amendment(s) receive two-thirds (2/3) of the votes cast, the amendment(s) shall become effective immediately, shall be made a part of these Bylaws, and the membership shall be notified accordingly.
Article VIII: DISSOLUTION OF THE ASSOCIATION
Section 1. The Association shall be dissolved upon passage of a Proposal of Dissolution which shall require three-fourths (3/4) of the membership or whenever the membership becomes fifty (50) or less individuals.
Section 2. Any assets will be used to reduce any indebtedness and any remaining funds shall be given to a charity.