AEF Bylaws

Approved by the Board of Trustees, September 13, 2003

Preamble

Because aerospace education is concerned with communicating knowledge, developing skills and formulating attitudes about America�s aerospace technologies and systems, the Aerospace Education Foundation is dedicated to educating the nation about significant aerospace activities.

Table of Contents

Article I		Name
Article II		Objectives
Article III		Limits
Article IV		Affiliation
Article V		Governance
Article VI		Finances
Article VII		Board of Trustees
Article VIII		Duties of Board of Trustees
Article IX		Foundation Officers
Article X		Duties of the Officers
Article XI		Executive Committee
Article XII		Other Committees
Article XIII		Parliamentary Authority
Article XIV		Amendments

ARTICLE I
NAME

The name of this Foundation shall be "Aerospace Education Foundation."

ARTICLE II
OBJECTIVES

The purposes of the Aerospace Education Foundation (hereinafter referred to as the Foundation) are to:

Educate the American public about the important contributions of aerospace initiatives to our nation's security and economy.
Facilitate the interaction of educational, scientific, industrial, business, military and government agencies.
Assemble and disseminate information about our nation's military and civilian aerospace heritage.
Encourage aerospace education in schools and colleges and facilitate related programs.
Receive gifts and grants and disburse them for relevant educational purpose.

ARTICLE III
LIMITS

The Foundation shall not be used for the dissemination of partisan principles nor for the promotion of the candidacy of any person seeking office or preferment nor for any other personal or commercial gain.

ARTICLE IV
AFFILIATION

The Foundation is an affiliate of the Air Force Association (hereinafter referred to as the Association). The national headquarters of the two organizations shall be co-located.

ARTICLE V
GOVERNANCE

The Foundation is governed by its Board of Trustees. An Executive Committee acts as an extension of the Board, performing such business as required between meetings of the Board of Trustees.

ARTICLE VI
FINANCES

Section 1. Financial Responsibility. The Board of Trustees shall be responsible for the financial affairs of the Foundation as administered by the Secretary/Treasurer.

Section 2. Fiscal Year. The Foundation's fiscal year shall be January 1 through December 31.

Section 3. Financial Audit. The accounts of the Foundation shall be audited annually by a Certified Public Accounting firm which shall be recommended by the Audit Committee and approved by the Board of Trustees. Audit reports shall be provided to each member of the Board of Trustees.

ARTICLE VII
BOARD OF TRUSTEES

Section 1. Composition. The Board shall be comprised of seventeen (17) Trustees as follows:

Voting

The three (3) elected officers of the Foundation; that is, the Chairman, President, and Secretary/Treasurer.
Six (6) elected Trustees which may include any candidates the Foundation may choose to consider with one-half (1/2) of the Trustees being elected each year.
The two (2) currently elected national officers of the Association holding the positions of Chairman and National President.
Six (6) Trustees who shall be appointed each year � three (3) by the Association Chairman and three (3) by the Foundation Chairman.

Nonvoting. There shall be one (1) nonvoting Trustee who shall be the currently serving Executive Director of the Association and who shall also serve as the Foundation's Executive Director.

Section 2 . Selection of Trustees.

Voting. In addition to the three (3) officers, the Board shall also elect up to six (6) Trustees to fill vacancies.
Nonvoting Emeritus. The Foundation Chairman may nominate to be Trustee Emeritus any individual Trustee who has served faithfully for three (3) years or more. Selection to this honorary position requires approval by the Board.

Section 3. Term of Office.

The Foundation Chairman shall be elected for a two-year term, with no term limit.
The Foundation President and Secretary/Treasurer shall be elected for a two-year term, with a limit of two, full consecutive terms.
The six (6) elected Trustees shall serve for a term of two (2) years, with a limit of two (2) full, consecutive terms.
The appointed Trustees shall be appointed for a one-year term with no term limit.
Trustees, appointed or elected, to fill vacancies on the Board shall serve the remaining term of the vacant position.
Trustees shall be appointed or elected in September and shall assume their respective offices effective October 1.

Section 4. Eligibility. Elected Trustees who have served their two consecutive full terms shall not be eligible for reelection as a Trustee until after one (1) year has expired.

Section 5. Vacancies. Between meetings of the Board, the Foundation Chairman may fill Board vacancies other than those appointed by the Association Chairman of the Board, which shall be filled by the Association Chairman of the Board.

ARTICLE VIII
DUTIES OF BOARD OF TRUSTEES

Section 1. Duties. The Board of Trustees shall:

Oversee the management of the Foundation's property and business
Be responsible for establishment of its policies and determination of its programs
Ensure its policies and programs are implemented and accomplished by its officers and Executive Director
Be responsible for obtaining funds and maintaining and operating the Foundation and exercising control over the Foundation's financial accounts and activities.

Section 2. Meetings. Meetings of the Board shall be held at the call of the Foundation Chairman or President or at the call of the Secretary upon the written request of one-third (1/3) of the voting members of the Board of Trustees. Written notice of such call shall be sent to all Trustees at least ten (10) days prior to the date of the meeting and shall state the time, place and purpose of the meeting.

Section 3. Quorum. A majority of the voting members shall constitute a quorum of the Board of Trustees. Board action shall require the concurring votes of the majority voting on such action.

Section 4. Voting. The Board may act by correspondence or electronic communications, upon the call of the Foundation Chairman or President but only when Board action is required on an issue before a meeting of the Board may reasonably be called.

Section 5. Attendance. Any Trustee who misses two (2) consecutive scheduled Board meetings, without prior excuse by the Foundation Chairman, shall be removed from the Board.

ARTICLE IX
FOUNDATION OFFICERS

Section 1. Elected Officers. The elected officers of the Foundation shall be a Chairman of the Board, a President, and a Secretary/Treasurer. They shall be elected in September and shall assume their respective offices effective October 1 and shall serve until their successors take office.

Section 2. Appointed Officers The Association's Executive Director shall be the Foundation's Executive Director for management purposes and an ex-officio, nonvoting member of its Board of Trustees. The term of the Foundation's Executive Director shall coincide with his/her tenure as the Association's Executive Director.

Section 3. Vacancies. Any vacancy in any office other than that of Foundation Chairman and Executive Director, shall be filled for its unexpired term by appointment by the Foundation Chairman with approval of the Board of Trustees. A vacancy in the Chair will be filled by the President until a successor is elected.

ARTICLE X
DUTIES OF THE OFFICERS

Section 1. Foundation Chairman of the Board. The Foundation Chairman of the Board shall:

Exercise the powers and perform the duties assigned the office by the Bylaws

Be the Foundation's chief policy officer

Preside at meetings of the Board of Trustees

Appoint ad-hoc committees as necessary

Serve as Chairman of the Executive Committee

Call meetings of the Board and determine the agenda

Consult regularly with the President and the Executive Director in establishment of Foundation policies

Ensure that all orders and resolutions of the Board are carried into effect

Develop and maintain a current AEF Strategic Plan.

Section 2. President. The President shall:

Exercise the powers and perform the duties assigned the office by the Bylaws
Guide the overall direction of the Foundation, within the mandates of the Bylaws and programs approved by the Board
Confer and consult regularly with the Foundation Chairman and Executive Director on implementation of Foundation policies
Appoint ad-hoc committees as necessary
Perform other duties incident to the office
In the absence of the Foundation Chairman, perform the duties of the Foundation Chairman, preside at meetings of the Board of Trustees, and determine the Board�s agenda.
Assume the office of the Foundation Chairman upon his/her death, disability, or resignation until a successor is elected.

Section 3. Secretary/Treasurer. The Secretary/Treasurer shall:

Exercise the powers and perform the duties assigned the office by the Bylaws
Be responsible for keeping records of the Board's proceedings and of all other matters of which records shall be ordered by the Foundation Chairman, President, or Board
Be the custodian of and responsible for receiving and disbursing all Foundation funds
Chair the Finance Committee

Keep regular accounts in the Foundation's books which shall be open to inspection by any Board member

Report on the condition of the treasury, such reports to be submitted at the annual meeting and at such other times as are requested by the Foundation Chairman, President, or Board

Perform such other duties as may be assigned by the Bylaws, Foundation Chairman, President, or Board

Perform other duties incident to the office.

Section 4. Executive Director. The Executive Director shall:

Exercise the powers and perform the duties assigned the office by the Bylaws
Be responsible for management and operation of the Foundation
Maintain liaison between the Foundation and the Association and with outside agencies - governmental, industrial, educational or otherwise
Perform all duties established by the Bylaws, the Board of Trustees, Foundation Chairman or President consonant with the authority and responsibility of the Executive Director.

ARTICLE XI
EXECUTIVE COMMITTEE

Section 1. Membership. Between regular meetings the Board of Trustees shall act through its Executive Committee which shall consist of the Foundation Chairman, President, Secretary/Treasurer and the Association Chairman and National President. The Executive Director will serve as a nonvoting member.

Section 2. Meetings. The Executive Committee shall meet at the call of the Foundation Chairman or the Foundation President and any two (2) of its members.

Section 3. Voting. Decisions of the Executive Committee shall be by a majority vote and shall be subject to amendment or ratification by the Board. The Committee may act through a majority vote achieved by correspondence or electronic communications.

ARTICLE XII
OTHER COMMITTEES

Section 1. Committees.

Audit Committee. The Committee shall be comprised of three (3) Trustees appointed by the Foundation Chairman. The Committee Chairman shall report directly to the Foundation Chairman.
Finance Committee. The Committee shall be comprised of members of the Executive Committee and chaired by the Foundation Secretary/Treasurer.

Nominating Committee. The Nominating Committee shall meet annually and consist of:
a Chairman who will be the immediate past president of the Foundation not serving as Foundation�s Chairman and who is willing to serve; an individual who shall be appointed by the Foundation Chairman; and a current Trustee who shall be appointed by the Foundation President.
Planning and Programming Committee. The Chairman and membership will be appointed by the Foundation President from members of the Board of Trustees.
Fundraising Committee. The Chairman and membership will be appointed by the Foundation Chairman from members of the Board of Trustees.

Section 2. Meetings. Each committee shall hold meetings at such times and places as may be specified after due notice to its members by the appointing authority.

Section 3. Reports. Each committee shall provide a written record of its proceedings to the appointing authority, and a copy will be maintained at Foundation headquarters.

Section 4. Responsibilities. Each committee shall be charged with the responsibilities assigned to it by the appointing authority.

Section 5. Appropriations. No committee shall have authority to incur any indebtedness or pecuniary obligation for which the Foundation shall be responsible except when previously authorized by the appointing authority.

Section 6. Removal. A member of a committee may be removed by the appointing authority.

Section 7. Ad Hoc Committees. Committees may be created for a specific purpose by the Foundation Chairman of the Board, the President, or the Board of Trustees. The creating authority shall determine the membership, responsibilities, and specify meetings for such committees and may dissolve any committee when appropriate.

ARTICLE XIII
PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order Newly Revised shall govern the Foundation in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules of order the Foundation may adopt.

ARTICLE XIV
AMENDMENTS

These Bylaws may be amended by a majority of the Board of Trustees at a duly scheduled meeting of the Board or pursuant to a vote by a majority of all Board members accomplished by correspondence or electronic communications.