Bylaws of Environmental Engineering and Science Foundation, Inc.
ARTICLE I - OFFICES
Section 1. Principal Office.
The principal office of the Environmental Engineering and Science Foundation, Inc. (hereinafter called the "Foundation") shall be located in Maryland with such additional offices as may from time to time be established by the Board of Directors.
Section 2. Registered Office.
The registered office of the Foundation shall be located in Maryland.
ARTICLE II - BOARD OF DIRECTORS
Section 1. Number. Term. Election.
1.1 The Board of Directors shall consist of eight (8) members, except that the number of directors may be increased or decreased from time to time by amendment of these By-Laws. Among its members will be, ex-officio, the most recent and available two Past Presidents of AAEES, such members being granted a two year appointment starting at the time they initially become a Past President.
Should either of the most recent Past Presidents be unable or unwilling to serve, then another Past President may be offered the opportunity to fill such vacancy.
1.2 Unless removed earlier in accordance with Article II, Section 2, each director shall hold office for a term of two (2) years with the possibility of appointment to two additional terms. However, given appropriate circumstances, the Board may vote to extend the term of any director by mutual consent. The term of each director shall end coincident with the election of his/her successor at the annual meeting of the Board of Directors of the Foundation. That director shall continue to hold office until the requisite action to elect his/her successor is taken.
Section 2. Removal.
The Board of Directors, by majority vote at any regular meeting or at any special meeting, may remove any person from the office of director of the Foundation with or without cause.
Section 3. Meetings.
3.1 The annual meeting of the Board of Directors of the Foundation shall be held at the time and place designated by a majority of the directors of the Foundation. Notice of the time and place of the annual meeting of the Board of Directors shall be served, either personally or by mail, not less than ten (10) nor more than fifty (50) days before the date of the meeting upon each director, and if mailed, such notice shall be (i) directed to the director at his/her residence or business address as it appears in the records of the Foundation, and (ii) deemed to be delivered when deposited in the United States mail addressed to the director at such address with postage thereon prepaid.
3.2 Regular meetings of directors may be held on a date or dates and at a time or times to be designated by resolution of the Board of Directors or by notice of meeting which shall be given to all directors at least twenty-four (24) hours prior to the time of the meeting.
3.3 Special meetings of the Board of Directors shall be held whenever called, in writing, by the Chairman, if any, by a majority of the directors, or by a majority of the Executive Committee.
Section 4. Waiver in Writing.
Any director may, insofar as he/she is concerned, waive notice of any meeting by execution of a written waiver.
Section 5. Waiver by Attendance.
Any director who attends a meeting shall be deemed to have had timely and proper notice of the meeting, unless he/she attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. Quorum.
No business shall be conducted at any meeting of directors unless a quorum shall be present. The presence of a majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 7. Attendance at Meeting by Conference Telephone Call.
For all purposes of these By-Laws, a director who attends a meeting by participating in a conference telephone call in which he/she is able to hear the other participants in the meeting, and the other participants are able to hear him/her, shall be considered present at the meeting.
Section 8. Adjournment.
The directors present at the time and place of any regular or special meeting which has been properly called on due notice, although less than a quorum, may adjourn the meeting from time to time without further notice until a quorum shall attend, and thereupon any business may be transacted which might have been transacted at the meeting as originally called had the same been then held.
Section 9. Voting.
At all meetings of directors, each director shall have one vote.
Section 10. Vacancies in the Board.
Any vacancy in the Board of Directors occurring during the year through death, resignation, removal or other cause may be filled for the unexpired portion of the term by majority vote of the directors present at any regular or special meeting of the Board of Directors.
Section 11. Action Without Meeting.
Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed, either before or after such action, by all of the directors.
Section 12. Compensation of Directors.
The directors shall not receive any stated salary for their services as directors, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Foundation in any other capacity as an officer, agent, or otherwise, and receiving compensation therefore.
Section 13. Manner of Acting.
The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 14. Presumption of Assent.
A director of the Foundation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE III - OFFICERS
Section 1. Officers.
The officers of the Foundation shall be a President, Vice President, Treasurer, and Secretary. The Board of Directors may vote to extend the terms for any officer. Further, the Board may elect such other officers as they shall deem necessary, which shall have such authority and perform such duties as shall from time to time be prescribed by the Board of Directors.
Section 2. Qualification.
The Board of Directors may, from time to time, specify qualifications for officers of the Foundation. Other than the President, officers need not be directors. One person may hold two offices, except that the same person may not be President and Secretary.
Section 3. Election.
Officers shall be elected by majority vote of the Board of Directors at the annual meeting of the Board of Directors, except that the initial officers shall be elected at the organizational meeting of the Board of Directors. If an election of officers is not held at an annual meeting, such election shall be held as soon thereafter as convenient.
Section 4. Term.
Each officer shall hold office until his/her successor shall have been duly elected or until his/her death, resignation or removal.
Section 5. Removal.
Any officer elected by the Board of Directors may be removed by majority vote of the Board of Directors, with or without cause, whenever in its judgment the best interests of the Foundation would be served thereby. Such removal shall be conclusive on the officer or employee so removed and shall be effective immediately, but without prejudice to the contract rights, if any, of the officer so removed.
Section 6. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 7. Subordinates.
All officers, agents and employees, other than officers appointed by the Board of Directors, shall hold office at the discretion of the officer appointing them. More than one position may be held by one person.
Section 8. President.
The President shall be the principal executive officer of the Foundation and, subject to the control of the Board of Directors, shall in general supervise and control all of the affairs and property of the Foundation. He/she shall preside at all meetings of the Board of Directors. The President may sign checks in the name and on behalf of the Foundation, and with the Secretary, he/she may sign, in the name and on behalf of the Foundation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in such cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-Laws to some other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed; in general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. He/she shall appoint and discharge, subject to the approval of the directors, employees and agents of the Foundation and fix their compensation.
Section 9. Vice President.
In the absence of the President, or in the event of his/her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 10. Secretary.
The Secretary shall: (i) keep the minutes of the proceedings of the Board of Directors in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (iii) be custodian of the corporate records and of the seal of the Foundation and see that the seal of the Foundation is affixed to all documents the execution of which on behalf of the Foundation under its seal is duly authorized; (iv) keep a register of the post office address of each director which shall be furnished to the Secretary by such director; and (v) in general perform all duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 11. Treasurer.
The Treasurer shall: (i) have charge and custody of and be responsible for all funds of the Foundation; (ii) receive and give receipts for any money due and payable to the Foundation from any source whatsoever, and deposit all such money in the name of the Foundation in such banks, trust companies or other depositories as shall be maintained by the Foundation; (iii) disburse money on behalf of the Foundation; and (iv) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to her/him by the President or by the Board of Directors, including maintenance of the books and records of the Foundation. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall render to the President and the Board of Directors, at annual and regular meetings of the Board of Directors, or whenever they may require it, an account of all his/her transactions as Treasurer and of the financial condition of the Foundation.
Section 12. Salaries.
Officers may receive reasonable compensation for services actually rendered, as determined by the Board of Directors.
ARTICLE IV - COMMITTEES
Section 1. Committees of Directors.
The Board of Directors, by resolution adopted by a majority of the directors in office, may appoint two or more directors as an Executive Committee to act in the name and with full power of the Board during intervals between meetings of the Board on any matters requiring action by the directors.
Section 2. Other Committees.
The Board of Directors may appoint from among its members one or more other committees to consist of not fewer than two (2) members.
Section 3. Term.
Each member of a committee shall continue as such until her/his successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee or unless such member shall cease to qualify as a member thereof.
Section 4. Chairman.
The Board of Directors shall appoint one member of each committee as its chairman.
Section 5. Vacancies.
A vacancy in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointment.
Section 6. Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of a committee.
Section 7. Rules.
Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules promulgated by the Board of Directors.
Section 8. Advisory Panel.
The Board of Directors, by resolution or resolutions adopted from time to time, may designate an Advisory Panel, made up of prominent and knowledgeable individuals qualified to assist the Board of Directors, to advise the Board of Directors with respect to policies and programs.
ARTICLE V - CONTRACTS
Section 1. Contracts.
The Board of Directors may authorize any officer or officers or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 2. Checks.
All checks, drafts, or other orders for the payment of money, notes and other evidences of indebtedness issued in the name of the Foundation shall be signed by the president or Treasurer and/or such other officer or officers or agent or agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits.
All funds received by the Foundation and not otherwise employed shall be deposited to the credit of the Foundation in such banks, trust companies or other depositories as the Board of Directors may select, and shall be subject to withdrawal on written order of such person or persons as may be designated by the Board of Directors.
Section 4. Bonds.
The Board of Directors may require any officer, agent or employee of the Foundation to give a bond to the Foundation, conditioned upon the faithful discharge of his/her duties, with one or more sureties and in such amount as may be satisfactory to the Board of Directors.
Section 5. Books and Records.
The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors (and committees having any of the authority of the Board of Directors), and shall keep at the registered or principal office a record giving the names and addresses of the Board of Directors and the officers of the Foundation. All books and records of the Foundation may be inspected by any director, his/her agent or attorney for any proper purpose at any reasonable time.
ARTICLE VI - MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year.
The fiscal year of the Foundation shall begin on the 1st day of January and end on the 31st day of December of each year.
Section 2. Seal.
The seal of the Foundation shall be in the form of a circle and shall bear the name of the Foundation and the words "Corporate Seal -1998 Maryland."
Section 3. Amendment of By-Laws.
The Board of Directors may amend or repeal these By-Laws at any meeting.
Section 4. Indemnification.
The Foundation shall indemnify 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, by reason of the fact that he/she is or was a director, officer, employee, or agent of the Foundation, or is or was serving at the request of the Foundation, as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement by her/him in connection with such action, suit or proceeding to the full extent permitted by the laws of Maryland. Expenses incurred in defending a suit, proceeding of civil or criminal action shall be paid by the Foundation in advance of the final disposition of such action, suit or proceeding to the extent, if any, authorized by the Board of Directors, in accordance with the provisions of the laws of Maryland, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Foundation. Notwithstanding any other, provision hereof, the Foundation shall in no event indemnify any person otherwise entitled to such indemnification if (i) such indemnification would constitute "self-dealing" as defined in Section 4941 of the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of any future federal tax law, or (ii) such person is finally adjudicated, in the action, suit or proceeding as to which indemnification is sought, to have committed willful misconduct.
Bylaws are as amended by the EEF Board on February 17, 2011.