Notice of Proposed Amendment to the Bylaws of the AAAR
As per the Bylaws of AAAR, notice of any proposed amendments shall be distributed to each member entitled to vote, not less than thirty (30) days prior to the Annual Business Meeting at which such amendment is to be discussed. Our Bylaws deem publication in any official publication of the Association as notice. Our newsletter, Particulars, is an official publication of the Association. Therefore, below please find a proposed amendment to the Bylaws of the AAAR, governing the creation and management of an endowment fund for the Association, reviewed by the Bylaws Committee and approved by the AAAR Board of Directors on June 14, 2016. This proposed amendment will be discussed at the Annual Business Meeting during the 2016 Annual Meeting in Portland Oregon.
Article VII: Endowment
SECTION 1. ENDOWMENT FUND
The American Association for Aerosol Research shall establish an Endowment Fund with a mission of assisting in advancing aerosol science and technology by providing financial support for AAAR’s programs. The vision for the Endowment Fund shall be to establish and increase in net worth a set of endowment funds that will provide significant, stable, longterm financial support to aid in achieving AAAR’s strategic objectives. It is intended to complement AAAR’s revenue from dues and other sources.
SECTION 2. MANAGEMENT
The management of the AAAR’s Endowment Fund shall be vested with an Endowment Committee. The Endowment Committee shall be responsible to the AAAR’s Board of Directors and shall work with the Finance Committee and other Society Committees to achieve the mission and vision of the Endowment Fund. Legal fiduciary responsibility for the AAAR Endowment Fund shall be vested with the AAAR Board of Directors.
SECTION 3. RESPONSIBILITY
The Endowment Committee shall provide leadership for the AAAR’s philanthropy- based long-term fund raising activities. The Endowment Committee will develop, review, revise and implement policies for fundraising, oversee the investment of endowment funds in cooperation with the Finance Committee, and recommend to the AAAR Board of Directors the use of these funds to support AAAR’s Programs. The Endowment Committee will develop philanthropy-based fundraising goals, spear head fundraising activities and educate AAAR members as to the value of philanthropic giving to the AAAR’s Endowment Fund
SECTION 4. STRUCTURE
The Endowment Committee consisting of up to seven (7) individuals, not counting ex officio members, shall be appointed by the AAAR president. The members shall include the Immediate Past President (one-year (1) term), immediate past Treasurer (two-year (2) term) and one (1) appointee (three-year (3) term), selected from among past members of the AAAR Executive Committee. The up to four (4) at-large members (three-year (3) term) shall include AAAR members of good standing of at least one (1) year at the time of appointment or donors who have made significant financial contributions to the Endowment Fund and who have indicated a willingness to serve a three-year (3) term as an Endowment Committee Member. The initial term served by the immediate past Treasurer shall be either one (1) or two (2) years to synchronize with the term of Treasurer. The members with three year terms in the initial class of appointees shall either volunteer or “draw from a hat” to accept terms of either 1, 2 or 3 years to ensure that individual members serve overlapping terms. Individuals may be reappointed as Endowment Committee Members, but in no case shall they serve more than two (2) consecutive three-year (3) terms. In the event of a vacancy on the Endowment Committee, including vacancies occurring as a result of a former officer declining appointment to the Endowment Committee or resignations, the current AAAR President shall appoint an individual from the previously described slate of candidates to complete the unexpired term of office. All appointments by the AAAR President shall be subject to ratification by the AAAR Board of Directors. AAAR’s current Treasurer, during the first year of his or her term, the Treasurer-Elect when that office is filled, the current President and the Executive Director, by virtue of their offices, shall serve ex-officio as nonvoting members of the Endowment Committee. The Chair shall be appointed by the President from among the members of the
Endowment Committee subject to ratification by the AAAR Board of Directors.
SECTION 5. CREATION OF SUB-FUNDS
The Endowment Committee shall recommend to the AAAR Board of Directors the creation of sub-funds within the Endowment Fund consistent with the needs of AAAR, the instructions of donors and the regulations of the United States Internal Revenue Service and the jurisdiction in which AAAR is incorporated. To attract the broadest possible donor support, the Endowment Committee shall establish multiple kinds of sub-funds such as (a) Quasi Endowment Funds whose use will be restricted by donor-imposed time and/or donor-imposed purpose restrictions and (b) True Endowment Funds based on donor imposed restrictions as to use, such funds to be maintained and used by AAAR in perpetuity for the donor-identified purpose. The Endowment Committee will periodically review and recommend to the AAAR Board of Directors the minimum contribution(s) required to establish a Quasi Endowment Fund. The Endowment Committee will periodically review and recommend to the AAAR Board of Directors the minimum contribution(s) required to establish a True Endowment Fund to be maintained and used in perpetuity for the donor-identified purpose. The Endowment Committee, to assist in the solicitation of funds from multiple donors, may recommend the establishment of separate sub-funds to be used for purposes and over time periods identified by the Endowment Committee. The purpose and time period of all sub-funds of the AAAR Endowment Fund must be ratified by the AAAR Board of Directors. The Endowment Committee shall provide donors the opportunity to name sub-funds for individuals and/or intended purpose of use. All documents related to the solicitation of funds, the maintenance and investment of funds and the use of funds shall receive appropriate review by legal counsel.
SECTION 6. INVESTING
The Endowment Committee shall provide input to the Finance Committee and AAAR Board of Directors for establishing an investment policy for the Endowment Fund that is consistent with securing both long-term appreciation of the assets within the Endowment Fund and safe-guarding the total value of these assets. The Endowment Committee shall, along with the Finance Committee, regularly (at least annually) review the investment performance of the Endowment Fund and, taking account of inflation, recommend to the AAAR Board of Directors a percentage rate for disbursement of the True Endowment Fund’s assets that will ensure that these funds continue in perpetuity.
SECTION 7. BUDGETING
The Treasurer shall annually, as part of preparation of AAAR’s budget for the following year, provide the Endowment Committee and AAAR Board of Directors with information on the funds available for expenditure from the various sub-funds within the Endowment Fund. The AAAR Board of Directors shall approve, on recommendation of the AAAR Endowment Committee, the expenditure of Endowment Fund proceeds consistent with the instructions of the donors and any legal restrictions. Investment management expenses shall be deducted from the funds. Any other operating expenses of the Endowment Fund shall be treated as an ordinary operating expense of the AAAR and not charged against the Endowment Funds.
SECTION 8. REPORTING
The Treasurer shall annually prepare a report on the performance and status of the Endowment Fund. This report shall include the status of all individual sub-funds at the beginning and end of each year, the amounts of funds contributed by donors during the year, the return on investment, and the amount and purpose of disbursements from the Endowment Fund and a list of contributors with the exception of any donors who wish to remain anonymous. The Annual Report of the Endowment Fund shall be reviewed with the Endowment Committee and presented to the AAAR Board of Directors at the Winter Board Meeting. The Treasurer will update the report before the annual conference and the Endowment Committee will create a summary report to present to AAAR membership at the Annual Business Meeting of AAAR and to publish on the AAAR Web site. The AAAR President with support of the Endowment Committee shall send an appropriate annual report to each Donor.
SECTION 9. CONTRIBUTIONS
The AAAR shall only accept contributions to the Endowment Fund for purposes consistent with the AAAR’s strategic objectives and the AAAR’s status as a non-profit entity designated as having §501(c)3 status under the United States Internal Revenue Service Code. The Endowment Committee shall make recommendations to the AAAR Board of Directors on issues concerning acceptance and use of contributions to the Endowment Funds. The final authority for decisions on acceptance and use of Endowment Fund contributions is vested with the AAAR Board of Directors.
SECTION 10. MATCHING CONTRIBUTIONS
The Endowment Committee may, at its discretion, from time to time recommend to the AAAR Board of Directors that AAAR assets, other than those within the Endowment Fund, be used to match contributions made to the various sub-funds within the Endowment Fund. The specific amount allocated for use as Matching Funds shall be approved by the AAAR Board of Directors.
Section 11. GOVERNANCE
Management of the Endowment Fund will be guided by these Bylaws and written policy guidance that is consistent with the Bylaws. The Endowment Committee will periodically review the written policy guidance for its adequacy in guiding management decisions and, when necessary, propose modifications to existing policy guidance or propose new guidance. Changes in policy guidance or proposed new policy guidance shall be initiated by the Endowment Committee and submitted to AAAR Board of Directors for ratification.
SECTION 12. POTENTIAL DISSOLUTION OF AAAR
In the event the AAAR Board of Directors determines the need to dissolve the AAAR, the assets in the AAAR Endowment Fund (including all the subfunds) shall be transferred to another non-profit, science-based, corporation that has §501(c) (3) status. Documentation concerning the creation of each sub-fund and its purpose(s) shall be provided to the new corporate entity to assist in ensuring that the transferred funds will be used for purposes consistent with the wishes of the original donors.