AAIE
By-Laws (revised 2005)
ARTICLE I
Duties of Officers
Section 1:
The President shall preside, or arrange for presiding officers, at all
meetings, and, in conjunction with the Board of Trustees, prepare programs
for the annual meeting of the Association; and, to appoint, with the
approval of the Board of Trustees, all committees not otherwise provided
for. He or she shall be chairperson and a member of the Board of Trustees
and the Executive Committee. He or she shall call meetings of the Board
of Trustees and the Executive committee whenever he or she deems it
necessary, or whenever he or she is requested to do so by a majority
of the members of the Board of Trustees. He or she shall perform all
other duties pertaining to the office.
Section 2:
The, President Elect in the absence of the President, shall perform
all of the duties pertaining to the office of the President and upon
the death, resignation or disqualification of the President shall succeed
to the office of President and serve as President until the next annual
meeting of the Association.
Section 3:
The Executive Director shall keep complete and accurate records of the
proceedings of meetings of the Association; and in all matters not definitely
prescribed therein or in the approved Job Description be under the direction
of the Board of Trustees, and in the absence of direction by the Board
of Trustees, shall be under the direction of the President. Furthermore,
the Executive Director, is authorized to make such business arrangements
relative to insurance, retirement, payrolls, and such other transactions
as are feasible, practical, and acceptable. The Executive Director shall
assist the treasurer and the president in the preparation and administration
of the annual budget. Consistent with the annual budget approved by
the Board of Trustees, the Executive Director shall approve the payment
of bills and make such other obligations as are necessary to conduct
the business of the Association. The Executive Director shall have adequate
records present at all meetings of the Association; shall keep an accurate
and current list of members of the Association; shall assure the execution
of the plans of the Association and other designations adopted by the
Board of Trustees; shall be secretary of the Board of Trustees, Executive
Committee, and custodian of all property of the Association; give such
bond as may be required by the Board of Trustees; shall submit an annual
report to the Board of Trustees of the achievements and needs of the
office and of the Association; manage the affairs of the Association
in an effective and efficient manner: and, at the expiration his or
her term, shall deliver in good condition to his or her successor in
office all moneys, books, and property of the Association; and shall
serve during the pleasure of the Board of Trustees.
Section 4:
The Treasurer shall be responsible to the Board of Trustees and shall
have direct access to all financial records, receipts of moneys, and
expenditures of moneys by the Association. The Treasurer shall collaborate
with the Executive Director in the preparation of financial reports
to the Board of Trustees and, at the annual meeting, to the membership
of the Association. In consultation with the Executive Director and
President, the Treasurer shall prepare the annual budget and submit
it for consideration and approval to the Board of Trustees. The Treasurer
shall annually review and approve the recommendation of an independent
and professionally qualified external auditor indicated by the Executive
Director and submit the recommendation to the Board of Trustees for
its approval; review the payment of all bills and expenditures authorized
by the Executive Director; and give bond as may be required by the Board
of Trustees. The Treasurer shall also perform such additional duties
as may be occasionally assigned by the Board of Trustees in consultation
with the Executive Director and President.
ARTICLE
II
Duties of Executive Committee
Section
1:
The Executive Committee shall serve as an interim governing body for
the Board of Trustees of the Association in order to make decisions
that are normally made by the full Board, and which cannot be postponed
for a full Board of Trustees meeting. All such decisions must be submitted
to the Board at the next Board meeting for its review. Further, the
Executive Committee shall be empowered to identify major policies and
prepare such issues for the full Board of Trustees decisions.
Section 2:
The Executive Committee shall work with the Executive Director in developing
strategies for carrying out the mission and objectives of the Association,
take action on items as necessary between Board meetings and report
such action to the Board for their review, prepare action recommendations
to the Board, evaluate the performance of the Executive Director and
recommend to the board his/her annual salary and benefits.
ARTICLE III
Assessment of Dues and Fees
Section 1:
The Board of Trustees shall have the authority to assess the following
dues and/or fees annually: Institutional membership, corporate membership,
individual membership, associate membership, additional classes of membership
and registration fee by category for participation and attendance at
the annual meeting, and other fees.
Section 2:
Fees, dues, and registration fees shall be established by the Board
of Trustees at any regular meeting by a majority vote of the quorum
present.
ARTICLE IV
Vacancies
Section
1:
In the event of a vacancy or vacancies among the Officers or members
of the Board of Trustees, the Board of Trustees shall fill the vacancy
or vacancies for the length of the unexpired term except as herein otherwise
provided.
Section 2:
Any Officer and/or Director who for reasons not justified, fails to
attend two consecutive Board meetings, shall be subject to removal by
the Board of Trustees, by a majority vote of those present, provided
such officer or member is given at least thirty (30) days notice in
writing of the intention of the Board to vote on such proposed removal
and provided further that the member should be entitled to be heard
at the meeting of the Board of Trustees before action is taken.
ARTICLE V
Rules of Order
Robert’s Rules
of Order shall govern the conduct of business in all the meetings of
the Association.
ARTICLE
VI
Amendments
These By-laws may be amended upon vote of the membership of the Association
at any annual meeting. Prior to presentation to the Association, all
amendments must be approved by a majority vote of the Board of Trustees
(either in person or electronically). The Executive Director shall inform
the membership at least two months in advance of the annual meeting
at which amendments to the By-laws approved by the Board of Trustees
shall be presented. Voting by proxy shall not be permitted.
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