Home

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:

  1. To appoint and specify the term of office of the Secretary-Treasurer.
  2. 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.
  3. To conduct, manage and control the affairs and business of AAWE, and to make such regulations therefore, not inconsistent with law and these Bylaws.
  4. To approve and admit Members, Corporate Members, and Student Members; to issue or cause to be issued at any time certificates of membership.
  5. 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.
  6. To collect, and provide for the collection of, dues or assessments in accordance with the provisions of these Bylaws.
  7. Generally to transact all of the affairs of AAWE.

ARTICLE VII
President
The powers and duties of the President are as follows:

  1. 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.
  2. To call special meetings of the Members and also of the Board of Directors, at such times as he/she may deem proper.
  3. 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:

  1. To keep a full and complete record of the proceedings of the Board of Directors and of the meetings of the Members.
  2. 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.
  3. 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.
  4. 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.
  5. To supervise the accounts and the books of AAWE.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
    1. 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.
    2. Corporate Members shall be persons, firms or corporations who make regular financial contributions to AAWE.
  • Section 2. Regular Annual Meeting.
    1. 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.
    2. 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.
    1. Membership is attained by direct application to AAWE.
    2. Membership is limited to applicants whose qualifications are consistent with Article XII, Section 1 of the Bylaws.
    3. 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.
    4. Application shall be approved or disapproved by the President.
  • Section 2. Student Members.
    1. Membership is attained by direct application to AAWE.
    2. Membership is limited to applicants whose qualifications are consistent with Article XII, Section 1 of the Bylaws.
    3. 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.
    4. 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.