Bylaws of the AEESP Foundation

Approved by the AEESP Foundation Board of Directors and the AEESP Board of Directors Final Approval Vote dated November 23, 2005, 7:06 a.m.
[revision to Article VII regarding the schedule of outside audits approved March 28, 2010]

ARTICLE I – Name

The name of the organization shall be the Association of Environmental Engineering and Science Professors Foundation, Inc., hereinafter referred to as the AEESP Foundation.

ARTICLE II – Organization

A.  The AEESP Foundation is incorporated under the General Not For Profit Corporation Act of Illinois, as amended.

B.  The AEESP Foundation is organized and shall conduct its business and other affairs, and shall at all times be operated, solely and exclusively for educational and scientific purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3), or the corresponding section of any future federal tax code. No part of the net earnings of the AEESP Foundation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the AEESP Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the AEESP Foundation. No substantial part of the activities of the AEESP Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the AEESP Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these bylaws, the AEESP Foundation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3), or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE III – Purposes

The AEESP Foundation is a sister organization of the Association of Environmental Engineering and Science Professors and is formed exclusively to help promote the educational and scientific objectives of this organization. The purpose of the AEESP Foundation is to improve the state of knowledge in environmental engineering and science through the support and acknowledgement of excellence in environmental engineering and science education and research, and to foster and encourage dialogue about advancements in environmental engineering and science education and research among educators and scientists, practicing engineers, and the general public, by engaging in activities including but not limited to the following:

A. Facilitate productive dialogue such as on a dedicated website, in a newsletter, etc., among educators, practicing engineers, and the general public, about advancements in environmental engineering and science education and research.

B. Provide resources for environmental engineering and science educators in the form of textbooks, journals, lectureships, websites, multimedia, collaboratories, workshops, and conferences, to assist them in enhancing their teaching skills and enriching the knowledge base of environmental engineering and science through research.

C. Encourage, support, and acknowledge excellence in environmental engineering and science teaching and research by providing achievement awards to individuals who have demonstrated excellence in disseminating knowledge to students, researchers, and the general public, and/or accomplished innovative research which furthers knowledge in environmental engineering and science among all these groups.

ARTICLE IV – Offices

The AEESP Foundation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine.

ARTICLE V – Membership and Financial Support

The AEESP Foundation may or may not have members, as determined by the Board of Directors. However, in no case will membership in the AEESP Foundation include voting privileges and no members’ meetings will be held.

Financial support of the AEESP Foundation will be provided by individuals and organizations who wish to support the exempt purposes of the AEESP Foundation. Any potential contribution of significant monetary value shall be referred to the Board for consideration of whether it should be accepted. The Board shall, by majority vote, determine whether any conditions and/or stipulations associated with accepting the contribution are inconsistent with the purposes of the AEESP Foundation as given in Article III. If the Board finds that any conditions and/or stipulations are inconsistent with the purpose of the AEESP Foundation, the Board will not accept the contribution for the AEESP Foundation. Upon acceptance of a contribution for the AEESP Foundation, the Board, by majority vote, shall determine a mechanism for administration of the contribution which is consistent with both the purpose of the AEESP Foundation and any conditions/stipulations of the contribution. All plaques of awards funded by the AEESP Foundation will state that the award is co-sponsored by the AEESP and the AEESP Foundation.

ARTICLE VI - Board of Directors

The affairs of the AEESP Foundation shall be managed by or under the direction of its Board of Directors. The Board of Directors shall consist of six (6) regular members in good standing of the Association of Environmental Engineering and Science Professors.  Three of these directors shall be members of the Board of Directors of the Association of Environmental Engineering and Science Professors at the time of election.  These directors are elected annually by the Board of the AEESP Foundation to serve the organization's purposes as set forth in these bylaws. Each year at least two (2) directors will be replaced by newly elected directors. Directors as such shall not receive any stated salaries for their services, except as reimbursement for expenses incurred to attend the organization's conferences or otherwise serve as directors of the organization. A vacancy of a director because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the remainder of the term.

Meetings of the Board shall be held whenever necessary, but at least annually, to manage the activities of the organization, at a location determined by the Board. A meeting of the Board of Directors may be called at the request of the Chair or any member of the Board with a minimum of 5 days' notice. Telephone conferencing or electronic mail may be used, as necessary, to assure full participation of all Board members. A quorum shall consist of a majority of the members.

ARTICLE VII - Officers

The officers of the AEESP Foundation shall consist of a Chair, a Secretary, and a Treasurer.  These officers shall be elected annually by the Board of Directors at a meeting of the Board of Directors. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office for a one-year term for a maximum of three (3) terms.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the remainder of the term.

Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the AEESP Foundation would be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

The Chair shall be the principal executive officer of the AEESP Foundation and shall, in general, supervise and control all of the business and affairs of the AEESP Foundation. The Chair shall preside at all meetings of the Board of Directors. The Chair may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the AEESP Foundation; and in general shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board of Directors from time to time.  Annually, the Chair determines the membership needs of the AEESP Foundation and solicits the Board of the Association of Environmental Engineering and Science Professors for nominations.

The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and the corporate seal if one is adopted; and, in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the Board of Directors.

The Treasurer shall be the financial officer of the AEESP Foundation. The Treasurer shall have charge and custody of, and be responsible for, all funds of the AEESP Foundation, and the books and records relating to the same, and shall coordinate the deposit of all funds in the name of the AEESP Foundation in depositories selected by the Board of Directors, and make or approve disbursements of AEESP Foundation funds as authorized by the Board. The Treasurer shall render to the Board of Directors an annual report and, upon request, an account of all transactions as Treasurer and of the financial condition of the AEESP Foundation. The Treasurer shall be responsible for the filing of necessary forms to meet State and Federal reporting requirements. The Treasurer shall, on an annual basis, arrange for an external review or audit of the foundations financial statements, and provide the report of this review to the full Board of Directors. The Treasurer shall, in general, perform such other duties as are incident to the office of Treasurer and as may be assigned by the Board of Directors.

ARTICLE VIII - Contracts, Checks, and Deposits

A. Contracts. The Board of Directors may authorize any officer or agent of the AEESP Foundation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the AEESP Foundation and such authority may be general or confined to specific circumstances.

B. Checks, drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the AEESP Foundation shall be signed by an officer or agent of the AEESP Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

C. Deposits. All funds of the AEESP Foundation shall be deposited from time to time to the credit of the AEESP Foundation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE IX - Books and Records

The AEESP Foundation shall keep correct and complete books and records of account at its registered or principal office. All books and records of the AEESP Foundation may be inspected by any member of the Board of Directors, or his or her agent or attorney for any proper purpose at any reasonable time. Every two years an audit will be completed by the audit committee of the Association of Environmental Engineering and Science Professors.

ARTICLE X - Fiscal Year

The fiscal year of the AEESP Foundation shall be January 1 through December 31 or as fixed by resolution of the Board of Directors.

ARTICLE XI - Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Corporation Act, or under the articles of incorporation or the bylaws of the AEESP Foundation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII - Dissolution

Upon the dissolution of the AEESP Foundation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the AEESP Foundation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XIII - Conflicts of Interest

No director, officer, employee, or agent of the AEESP Foundation shall derive any personal profit or gain, directly or indirectly, by reason of his or her position as a director, officer, employee, or agent, or by reason of his or her position as a director, officer, employee, or agent, or by reason of services rendered to or on behalf of the AEESP Foundation; provided, however, that nothing contained herein shall be construed to prohibit the AEESP Foundation from entering into contracts for services in the ordinary course of its business at a reasonable and competitive fee with such individuals or corporations, partnerships, or associations of which one or more such individuals is a director, officer, employee, partner, or member, and which contract terms shall be fully disclosed to the Board of Directors.

ARTICLE XIV - Indemnification

Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by in the right of the AEESP Foundation) by reason of the fact that he or she is or was a director, officer, employee or agent of the AEESP Foundation, or is or was serving at the request of the AEESP Foundation as a director, officer, employee or agent of the AEESP Foundation, or is or was serving at the request of the AEESP Foundation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the AEESP Foundation against expenses (including attorney's fees), judgments, fine, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the AEESP Foundation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the AEESP Foundation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

ARTICLE XV - Amendments

These bylaws may be altered or amended only with the approval of a 3/4 majority of the Board of Directors. In addition, any changes to Articles V, VI, or XV shall also require a 2/3 vote of a quorum of the AEESP Board of Directors. The bylaws may contain any provisions for the regulation and management of the affairs of the AEESP Foundation not inconsistent with law or the articles of incorporation.

The Board of Directors voted to Amend the bylaws on March 28, 2010, by adding the following to Article VII:

The Treasurer shall, on an annual basis, arrange for an external review or audit of the foundations financial statements, and provide the report of this review to the full Board of Directors.

APPENDIX - Board Member Terms and Successions