Last Amended: June 2020
ARTICLE I - Name
The name of this organization shall be the ASSOCIATION OF ENVIRONMENTAL ENGINEERING AND SCIENCE PROFESSORS, hereinafter referred to as the Association and abbreviated "AEESP".
ARTICLE II - Mission
The mission of AEESP is to assist its members in the development and dissemination of knowledge in environmental engineering and science. AEESP seeks to strengthen and advance the discipline of environmental engineering by providing leadership, promoting cooperation amongst the academic community and others within and outside the discipline, and serving as liaison between its membership and other professional societies, government agencies, industry, and nonprofit organizations.
ARTICLE III - Objectives
The objectives of the Association shall be:
3.1. To provide networking opportunities that foster a supportive environment for the professional development of its members.
3.2. To develop long-range plans concerning education in environmental engineering, science, and related fields, and to implement these plans by working with professional scientific societies and fellow professionals in the public and private sectors.
3.3. To assist its members in matters relating to the development of academic and research programs at individual institutions.
3.4. To provide a forum for the review of graduate and undergraduate curricula in order to enhance education environmental engineering, science, and related fields.
3.5. To provide assistance to state professional boards, civil service boards, and other groups charged with the licensing and regulation of environmental engineering practice and education.
3.6. To work with other organizations interested in research and education in environmental engineering, science, and related fields.
3.7. To establish an information service that keeps its members informed about developments in environmental engineering, science, and related fields.
3.8. To promote communication about matters concerning the interest of the members and the functions of those pertinent professional and scientific societies in which members have professional interests.
3.9. To assist public agencies, professional societies, and other groups through advisory and consultative services, in the development of programs related to the education and research in environmental engineering, science, and related fields.
3.10. To recognize outstanding achievement in research and education in environmental engineering, science, and related fields.
ARTICLE IV - Membership
4.1. Member. Full Membership shall be restricted to persons of full time faculty or instructional rank in environmental engineering or related fields at academic institutions that offer baccalaureate, diploma, or graduate degrees in environmental engineering or related fields, and that are located throughout the world.
4.2. Lifetime Member. Lifetime membership is conferred upon members when either: 1) a Member, who has retired and has had at least 20 years of continuous membership in AEESP, submits to the Board of Directors a written statement certifying retirement from full time employment and listing their years of membership or 2) when a member achieves 35 years of continuous membership in AEESP.
In the case of incomplete or missing records, members may be asked to provide information regarding their years of membership.
Lifetime Membership shall continue for the life of the member. A suitable certificate shall be presented to the Lifetime Member by the Association.
In exceptional cases where membership may have lapsed for a limited period due to extenuating circumstances, the Board of Directors may examine an application for Lifetime Membership and vote on the merits of each application. Service to AEESP will be one consideration in evaluating these exceptions for Lifetime Membership. Two-thirds of a quorum of the Board of Directors shall be required in support of such cases to elect the nominee to the status of Lifetime Member.
4.3. Affiliate Member. Affiliate Membership in the Association shall be available to qualified persons who are not eligible for Membership as described in Article 4.1. Affiliate Members shall have all the rights and privileges of full members except they shall not have voting rights nor shall they be eligible to serve on the Board of Directors. Individuals included in the following categories are eligible for Affiliate Membership:
(a) Individuals primarily employed outside academia who also hold academic appointments in an environmental engineering or related academic program.
(b) Individuals primarily employed outside academia who have made contributions to education in environmental engineering or related fields.
(c) Educators in environmental engineering or related fields who are employed at junior colleges or other educational institutions that do not offer the degrees specified in Section 4.1.
(d) Individuals who were members at one time and who have retired from active teaching.
4.4. Student Member. Full-time graduate students and postdoctoral appointees in environmental engineering or related fields who intend to pursue careers in academia are eligible for Student Membership. Student members may not vote or serve on the Board of Directors. Graduate student and postdoc members must verify annually that they are in full-time status.
4.5. Sustaining Member. Sustaining Membership shall be available to individuals and organizations whose concern for education in environmental engineering and related fields stimulates them to assist in strengthening university programs devoted to this area. Sustaining Members shall have rights and privileges of Members with the exception of the rights to vote and to serve on the Board of Directors. Sustaining members are allowed to designate up to three individuals to receive mailings of the AEESP.
4.6 Fellow. AEESP members that have demonstrated the highest levels of teaching, research and/or service in the environmental engineering or science professorate, may be nominated as Fellows. Eligibility for becoming a Fellow includes 10 years of continuous membership in good standing in AEESP. The number of members recognized as Fellows each year and the procedures for nominating and selecting Fellows are determined by the Fellows Steering Committee of AEESP and approved by the Board of Directors. Fellows of AEESP are so designated for life so long as they remain a member in good standing via payment of membership dues or having been conferred Lifetime Member status.
4.7. Conditions of Membership. Eligible individuals or organizations as defined by Sections 4.1 and 4.5 may join AEESP upon application to the Association and payment of the prescribed dues. Membership shall be continuous unless terminated due to non-payment of dues, resignation, or change of occupational status.
ARTICLE V - Dues and Finances
5.1. Payment of Dues. For each category of membership, the annual dues to the Association shall be determined by the Board of Directors and shall be payable to the Treasurer by 1 February of each year.
5.2. Any member whose dues have not been paid by 1 February shall be given notice of such default by the Secretary prior to 1 April. If the dues remain unpaid by the end of the calendar year, the defaulter shall be removed from membership. Membership may be reinstated by submitting a letter of application to the Association and upon payment of the prescribed dues for the current year.
5.3. Control of Funds. The Treasurer shall be responsible for the receipt of dues and other income to the Association, the deposit and custody of such funds, and the payment of proper bills, subject to general fiscal policies prescribed by the Board of Directors and subject also to the scrutiny of the Audit Committee.
ARTICLE VI - Organization
6.1. Board of Directors. The affairs of the Association shall be managed by a Board of Directors under such rules, policies, and procedures as the Board of Directors may determine, subject to the specific conditions of the Bylaws and actions of the Members at Annual or Special Meetings of the full membership.
6.2. Officers. The officers of the Association shall be the President, the President-Elect, the Vice-President, the Secretary, and the Treasurer. All officers shall first be duly elected or appointed members of the Board of Directors.
6.3. Headquarters. The offices or headquarters of the Association shall be located at the discretion of the President and with the concurrence of the Board.
ARTICLE VII - Board of Directors
7.1. The Board of Directors shall consist of ten duly elected or appointed Directors, including the President, President-Elect, Vice-President, the Secretary, and the Treasurer as prescribed in Article VII.
7.2. Election. New Directors of the Board shall be elected by a letter ballot or electronic ballot of the Members. Three Directors shall be elected each year and each Director shall serve for three years. Of the candidates who are nominated, the three receiving the most votes shall be declared elected.
7.3. Terms of Office. The term of office for an elected Director shall be three years. An elected Director shall be ineligible for election to consecutive terms of service as a Director; but an appointed Director who has served less than two years may be nominated for another term. No individual shall serve a total of more than nine years as a Director, except for service as President beyond the elected or appointed terms.
7.4. Vacancies. In the event of the death or resignation of a Director, the President shall appoint a successor to fill out the term, subject to confirmation by two-thirds of the Board of directors. The successor may not be from the same Institution as any of the other Directors.
7.5. Meetings. The Board of Directors shall hold its meetings at such times and places as it deems desirable and necessary, provided that a two-thirds majority of the Board of Directors concurs.
7.6. Quorum and Action. At all meetings of the Board of Directors, a majority of the Directors serving at that time shall constitute a quorum for the transaction of business. All action shall be by a majority vote of the Directors present and constituting a quorum.
7.7. Proxies. No Director shall be represented at a Board of Directors meeting or at any other time by a Proxy.
7.8. Duties. It shall be the duty of the Board of Directors to establish rules, policies, and procedures for the conduct of the affairs of the Association, subject to the Bylaws and such action as may be taken by the Members at Annual or Special Meetings.
ARTICLE VIII - Officers
8.1. Designation. The officers of the Association shall consist of a President, President-Elect, Vice-President, Secretary, and Treasurer.
8.2.Terms of Office. Term of office for the Vice- President shall be one year. The term of office for the Secretary and Treasurer shall be two years. The President-Elect shall serve a term of one year in that office and become President the following year for a one-year term. An individual may serve only one term in each office for each elected term on the Board of Directors.
8.3. Election. The new President-Elect, Vice-President, and either the Secretary or the Treasurer shall be elected annually from and by the serving and the newly elected members of the Board of Directors at their Autumn meeting. The President-Elect automatically ascends to the Presidency in the year following election to the position. The terms of office shall begin after the Autumn meeting, except for the Treasurer whose term shall begin January 1. The elections for Secretary and Treasurer shall be staggered, with either a new Secretary or a new Treasurer elected each year. Vacancies arising from death or resignation shall be filled by election at the earliest meeting of the Board of Directors subsequent to such death or resignation.
8.4. Removal from Office. Any officer may be removed from office at any time by a two-thirds vote of a quorum at a meeting of the Board of Directors.
8.5. Duties of the President. The President shall have general supervision of the affairs of the Association. The President shall preside at all meetings of the Board of Directors; see that all orders and resolutions of the Board of Directors and the Association are executed; sign, execute, and deliver all contracts, policy statements, and other instruments authorized by the Board of Directors or the Association; countersign checks in the Treasurer's stead; appoint all committees subject to confirmation by the Board of Directors; and perform all other duties normally incident to this office or specifically assigned by the Board of Directors.
8.6.Duties of the President-Elect. The President-Elect shall assist the President as necessary and shall plan for ascending to the Presidency. The President-Elect shall act for the President in the President’s absence or incapacity. When so acting the President-Elect shall have all the powers of, and be subject to all restrictions upon, the President.
8.7. Duties of the Vice-President. The Vice-President shall arrange all meetings of the Board of Directors and shall otherwise assist the President and the President-Elect as necessary. The Vice President shall act for the President in the event that both the President and President-Elect are absent or incapacitated. When so acting the Vice-President shall have all powers of, and be subject to all restrictions upon, the President.
8.8.Duties of the Secretary. The Secretary shall:
(a) Keep the minutes of meetings of the Association and meetings of the Board of Directors.
(b) Be custodian of all contracts and documents of the Association and of its official records.
(c) Maintain membership records.
(d) Handle all correspondence and affairs normally incident upon the Office of Secretary.
(e) Perform such additional duties as may be assigned by the Board of Directors.
(f) Evaluate applications for membership, bringing to the Committee on Eligibility cases where eligibility appears to be unclear.
(g) In general perform all duties normally incident to the office of Secretary.
8.9. Duties of the Treasurer. The Treasurer shall:
(a) Have charge and custody of, and be responsible for all funds and effectsof the Association; receive and give receipts for moneys due or receivable by the Association; deposit all such money to the credit of the Association, or other-wise dispose thereof as the Board of Directors or President shall direct; cause such funds to be disbursed by checks or draft signed by the Treasurer or the President; and be responsible for the accuracy of the amounts and preserve proper vouchers for all moneys so disbursed.
(b) Render accounts of the financial condition of the Association to meetings of the Board of Directors, or when otherwise requested to do so by the Board of Directors.
(c) Submit all financial records annually to the Audit Committee.
(d) File all necessary forms to meet State and Federal reporting requirements.
(e) Perform such additional duties as may be assigned by the Board of Directors.
(f) In general, perform all duties normally incident to the office of Treasurer.
ARTICLE IX - Meetings
9.1. Annual Meeting. An Annual Meeting of the members of the Association shall be held at a time and place designated by the Board of Directors.
9.2. Special Meeting. Upon a majority vote of the Board of Directors or upon petition by at least one-tenth of the Members of the Association, a Special Meeting of the full Association will be held.
9.3. Date and Place. The date and place of the Annual Meeting or any Special Meeting shall be announced to the entire membership at least 3 days in advance and any notice of change in the meeting time or location shall be given at least 3 days in advance.
9.4. Quorum. At all meetings of the full Association, a majority of the Board of Directors and at least one-tenth of the Members shall be required to constitute a quorum.
9.5. Proxies. No proxies for Directors or for Members shall be authorized.
ARTICLE X - Committees
10.1. Appointments. All committees should be appointed annually. Each committee Chair shall be appointed by the President and approved by the Board of Directors. Each committee Chair will nominate a Vice-Chair and additional members, if needed, to be approved by the President.
10.2. Nominating Committee. There shall be a Nominating Committee consisting of three Members and the immediate past-President. At least two of the members shall not be Directors. The Nominating Committee shall nominate at least six members for the vacancies on the Board of Directors. No person shall be nominated from an institution that already has a Member who will serve concurrently with the nominee. There shall be no more than one nominee from an institution.
10.3. Audit Committee. There shall be an Audit Committee consisting of two Members, none of whom shall be Directors. The Audit Committee shall be responsible for audits of the financial records of the Association.
10.4. Other Committees. The Board of Directors may establish such other committees on a temporary or permanent basis, as it deems necessary for the effective conduct of the Association's affairs.
ARTICLE XI - AEESP Journal
11.1. Environmental Engineering Science (EES) will be the official journal of AEESP. The Board of Directors and Mary Ann Liebert Publishers LLC (Liebert) will execute and adhere to the agreement, in the form of a Memorandum of Understanding, between EES with AEESP.
11.2. AEESP – Liebert Agreement. The AEESP-Liebert affiliation will be reviewed annually by the Board of Directors and Liebert during summer/fall AEESP Board of Directors meeting. The review is to include suggested changes to, and assess adherence to, the AEESP – Liebert Agreement. The Editor-in-Chief of EES and the Chair of the AEESP Publications Committee will serve as the points of contact for communications and make recommendations to the Board of Directors on the annual review.
11.3. The AEESP – Liebert Agreement is established for a period of 5 years, beginning in 2012; however, the Agreement can be terminated prior to the completion of this initial five-year term for breach of contract, as determined at an annual review.
11.4. The Agreement is expected to be renewed for five-year periods following review at the fifth year, unless either Party wishes to terminate the Agreement.
ARTICLE XII – Insurance and Indemnification
12.1 Definitions. For purposes of this Article XII, each of the following terms, when capitalized, shall have the meaning set forth below:
(a) "Director" means any current or former Director of AEESP, whether appointed or elected.
(b) "Expenses" include, but are not limited to, judgments, fines, amounts paid in settlement and attorney fees.
12.2 Insurance. AEESP shall have the authority to and shall purchase and maintain insurance:
(a) to indemnify itself for (or to cover the cost of any obligation which it incurs as a result of) the indemnification of any person under the provisions of this Article XII or the provision of any law;
(b) to indemnify any person in connection with an instance in which s/he may be indemnified by the AEESP Board under the provisions of this Article XII or the provisions of any law; and
(c) for any other purpose permitted by law.
12.3 Authority to Indemnify.
(a) AEESP shall indemnify and hold harmless any person against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being (or having been) a Director of AEESP, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for (1) gross negligence or reckless or intentional misconduct in the performance of a duty, or (2) the receipt of improper personal benefit.
(b) Indemnification under this Article XII shall not be deemed exclusive of any other rights to which a Director may be entitled, under any agreement, Membership vote, or Board resolution, or otherwise.
(c) To the extent permitted by law, AEESP will indemnify a Director in connection with any action, suit or proceeding by or in the right of AEESP unless in that action, suit or proceeding the Director was adjudged liable to AEESP for gross negligence, or reckless or intentional misconduct.
(d) The indemnification permitted under this section in connection with a proceeding by or in the right of AEESP shall be limited to the actual available amount of any such insurance purchased by AEESP and further limited to the reasonable expenses incurred in connection with the proceeding.
(e) The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
12.4 Advance for Expenses. From and limited to actual available insurance, AEESP shall pay for or reimburse the reasonable expenses incurred by any Director (or former Director) eligible for indemnification in advance of final disposition of the proceeding if the Director furnishes AEESP, in writing:
(a) an affirmation of his/her good faith belief that he/she has met the standard of conduct set forth in Section 12.3; and
(b) an undertaking, executed personally or on his/her behalf, to repay any advances if it is ultimately determined that he/she is not entitled to indemnification hereunder.
12.5 Officers, Employees and Agents. The Board may, at its discretion, agree to indemnify, and advance expenses to, any Officer, employee or agent of AEESP who is not a Director; provided, that such benefits are provided on terms and conditions no more favorable than the benefits provided to Directors under Sections 12.6 and 12.7.
12.6 Exculpation. To the extent permitted by applicable law, no Director shall be personally liable to AEESP or its members, or to any other person or entity, for monetary damages for breach of duty as a Director except for acts or omissions for which the Director is accused of (1) gross negligence, or reckless or intentional misconduct; or (2) the receipt of improper personal benefit. As to any such damages, the Director shall be liable to indemnify AEESP, its Directors or members.
12.7 Limitation. The provision for indemnification of (or advance for) expenses contained in this Article XII, in a resolution of the Board, in a contract or otherwise, is valid only if, and to the extent that, the provision is consistent with applicable law.
12.8 Amendment. Any amendment, modification or repeal of this Article XII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, modification or repeal unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
ARTICLE XIII - Amendments
13.1. Initiation. Proposed amendments to these Bylaws may be submitted by any Member to the Board of Directors.
13.2. Adoption. Proposed amendments to the Bylaws must be approved by a two-thirds vote of a quorum of the Board of Directors and this approval must be confirmed by a two-thirds vote of a quorum of the Membership at an Annual or Special Meeting, by mail ballot, or by electronic ballot. Amendments shall take effect immediately upon adoption.