Current Bylaws:
The letter below comes from the Regional Engagement Activities Division (READ), which is the committee that governs region and section activities. This committee has spent months reviewing the section bylaws template, consulting the AIAA lawyer, and editing the old document to bring it up to current standards. In addition, many items were deleted from the template (detailed below) that should now be part of a Policies and Procedures document kept by each section – this will make changes easy to do and won’t require a bylaws change. The process of implementing new by-laws and creating these Policies and Procedures documents will take place over the next several months – this is just the first step and requires only that you read, digest, discuss, and if you want, suggest or comment.
Dear AIAA Sections:
As you may know, over the past two years AIAA changed its Constitution and the underlying governance model and By-laws for the Institute. Due to this change, many documents are now out-of-date, including Section By-laws, which referred to the old AIAA By-laws and the past AIAA governance model structure. As a consequence, READ has taken this opportunity to not only revise the AIAA Section By-laws to account for the new AIAA governance structure, but to revise the entire template.
There are many changes in the new Section By-laws template, but an over-arching theme was that READ wanted to simplify the By-laws by removing details that we felt would better be captured or implemented in a lower-level Section Policies and Procedures document that gives flexibility to Section Councils to customize their operations without requiring By-laws amendments. We also intend for all Sections to operate under the same set of Section By-laws, and have included provisions to ensure that the By-laws will be consistent over time.
Enclosed with this message is the draft version of the Section By-laws template and a notional skeletal version of a Section Policies and Procedures document, with prompts and suggestions as to the types of things that could be written and approved for inclusion in it. If you have initial questions, feel free to discuss this with your Regional Director. We would like to ask all Sections to read through these documents and, if so moved, to provide via the Section Chair with comments and suggestions, including any suggested changes to the By-laws template, so the Chair may aggregate inputs and forward them en masse to Emily Springer by Nov. 1. Only those suggestions sent to Emily by the Section Chairs will be dispositioned by READ. The timeline moving forward is for READ to disposition the comments and suggestions and approve the final version of these By-laws at their January meeting at AIAA SciTech Forum, and then for the Sections to ratify the new By-laws during their regularly-scheduled Spring officer elections.
What follows is a summary of some of the major revisions/additions to the document, and, if needed, a summary of any discussion that went into the decision to incorporate the changes that were made. (Note: we realize that some Section By-laws may already implement some of these changes, since they have evolved independent of each other since their original adoption).
- The exclusive use of ‘Vice Chair’ and removal of the term ‘Chair-Elect’.
These By-laws, and the By-laws of the Institute, state that the Section Chair can succeed themselves and that there is no limit to the number of years a chair may hold that office. In addition, it is stated that Section Officers, including the Chair, must be elected annually, as opposed to just succeeding the current Chair (as some Sections do). Having a ‘Chair-Elect’ in lieu of a Vice Chair would seem to violate the spirit of this mandate in that one of the Officers (the ‘Chair-Elect’) would be elected to what is effectively a 2-year term. Also, either the nominating committee or a nomination by petition can place another candidate on the ballot for the position of Section Chair. The term ‘Chair-Elect’ is confusing on all these points and was dropped.
It was mentioned in our deliberations that there was precedent for a ‘Chair-Elect’ position because AIAA at the national level has a ‘President-Elect’ position. In our discussions, we noted that the AIAA President-Elect (like the AIAA Past-President) is an Ex Officio member of the Board of Trustees (BoT) (i.e.; they are not a voting member of the BoT holding some board member/1st VP/etc.-equivalent position). They observe but are not a BoT member until they actually assume the Presidency. That is a distinct difference from having a Section Chair-Elect that is ALSO a voting member of the current Section Council. Consequently, we concluded that the positions of AIAA President-Elect and Section Chair-Elect as implemented in the previous version of the By-laws were not equivalent and that there was not a precedent within AIAA for the ‘Chair-Elect’ arrangement.
Furthermore, after a vigorous discussion, READ also believes that the Section By-laws and the By-laws of the Institute actually disallow putting into writing as a policy that the Vice Chair (or anyone else) will or should succeed the Chair (i.e., that they are the presumptive ‘Chair Elect’) or even that they will or should be nominated for the Chair. Specifically:
- The Chair can succeed themselves and that person is not limited in number of terms (as per the Institute’s By-laws).
- The Chair has to be nominated and stand for election every year (as per the Section By-laws).
- Any other member of the Section can be nominated to appear on the ballot for the office of Section Chair, and if nominated they shall appear on the ballot (as per the Section By-laws).
While Sections may as a matter of course or tradition chose to nominate the Vice Chair to replace a retiring Chair, the election of that person to the Chair should not be considered a fait accompli and nothing should be codified in Section documentation that would give the appearance of a preference for one candidate over another in a free and open election.
We explicitly added that Sections are empowered to organize their territory into Chapters, and that Section Councils hold plenary power in determining how those Chapters are defined and managed. This was edited to inform a Section that it could form Chapters. We also introduce the term ‘Section Policies and Procedures’, which is a derivative document in which Sections can define how they operate, including the implementation of certain items called out in the By-laws template.
We removed all references to a ‘Chair-Elect’ Officer position, and explicitly stated that Section Officers, including the Chair, could succeed themselves, in line with the national By-laws of AIAA concerned with Sections.