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The Articles of Organization were approved by the Council of the National Academy of Sciences on December 5, 1964, and amended on November 3, 1982, October 21, 2004, October 10, 2005, August 2, 2013, May 9, 2014, November 20, 2015, and November 16, 2022.
Article I Creation and Completion of Organization
The National Academy of Sciences, under the authority conferred upon it by its Charter enacted by the Congress, adopts the following Articles of Organization for the National Academy of Engineering.
Section 1. The National Academy of Engineering (hereinafter called the "Academy") shall be an institution with the powers, limitations, and restrictions contained in these articles of organization.
Section 2. The following persons are named as the Founding Members of the Academy: Hendrik Wade Bode, Walker Lee Cisler, Hugh Latimer Dryden, Elmer William Engstrom, William Littell Everitt, Antoine Marc Gaudin, Michael Lawrence Haider, George Edward Holbrook, John Herbert Hollomon, Jr., Thomas Christian Kavanagh, Augustus Braun Kinzel, James Nobel Landis, Clarence Hugo Linder, Clark Blanchard Millikan, Nathan Mortimore Newmark, William Hayward Pickering, Simon Ramo, Arthur Emmons Raymond, Thomas Kilgore Sherwood, Julius Adams Stratton, Chauncey Guy Suits, Frederick Emmons Terman, Charles Allen Thomas, Eric Arthur Walker, Ernst Weber.
Section 3. The Founding Members are authorized to complete the organization of the Academy by the selection of officers and employees, the adoption of bylaws not inconsistent with these articles of organization, the election of such additional members as they may deem appropriate prior to the first annual meeting of the Academy, and the doing of such further acts as may be necessary for such purpose.
Article II Objects and Purposes
The objects and purposes of the Academy shall be:
1. To provide means of assessing the constantly changing needs of the nation and the technical resources that can and should be applied to them; to sponsor programs aimed at meeting these needs; and to encourage such engineering research as may be advisable in the national interest.
2. To explore means for promoting cooperation in engineering in the United States and abroad, with a view to securing concentration on problems significant to society and encouraging research and development aimed at meeting them.
3. To advise the Congress and the executive branch of the government, whenever called upon by any department or agency thereof, on matters of national import pertinent to engineering.
4. To cooperate with the National Academy of Sciences and the National Academy of Medicine on matters involving science, engineering, and medicine.
5. To serve the nation in other respects in connection with significant problems in engineering and technology.
6. To recognize in an appropriate manner outstanding contributions to the nation by leading engineers.
Article III Powers
The Academy shall have power:
1. To adopt, alter, and use an official seal.
2. To adopt, amend, and alter bylaws, not inconsistent with these articles of organization, for the regulation of its affairs.
3. To elect additional members.
4. To choose such officers, members of its Council, managers, agents, and employees as the business of the Academy may require.
5. To control and administer any property, real or personal, necessary or proper for attaining the objects and carrying into effect the purposes of the Academy.
6. To make contracts for the performance of services and for the disposition of funds or property that are under its control, in accordance with procedures to be established jointly by the Councils of the National Academy of Engineering and the National Academy of Sciences.
7. To do any other acts and things, not inconsistent with these articles of organization, as may be necessary and proper to carry out the purposes of the Academy.
Provided, however, that the foregoing powers shall not be construed to authorize any act that is inconsistent with Section 501(c) (3) of the Internal Revenue Code or comparable statutory tax-exemption provisions, or with the provisions of the Act of Incorporation of the National Academy of Sciences, as amended.
Article IV Principal Office; Scope of Activities
The principal office of the Academy shall be located in the District of Columbia. The activities of the Academy may be conducted there or elsewhere.
Article V Membership
Such achievements may be in one or more specific technical areas, in the integration of technologies, in the leadership of a group involved in significant innovation or technological progress, or in a combination of those activities. The attainments must be clearly identified, should have received broad recognition in the relevant engineering community and should have had a significant impact on a field of engineering, the engineering profession generally, or society.
In addition, service to the profession and to the public is important. While a nominee’s potential to be an active participant in Academy activities is important, it is not alone sufficient for election.
Professional integrity and compliance with the Academy’s Code of Conduct are essential.
Article VI Council; Composition; Responsibilities
Section 1. The composition, terms of office, and manner of election of the Council of the Academy shall be established by its bylaws, except that the President of the National Academy of Sciences, by virtue of the office, shall be a member of the Council of the National Academy of Engineering and of its Executive Committee.
Section 2. The Council shall be the governing board of the Academy and shall, during intervals between meetings of the members, be responsible for the general policies and programs of the Academy. The Council shall be responsible for the control of all funds administered by the Academy.
Section 3. The Council may authorize the payment of compensation to the officers and staff of the Academy for their services as may from time to time be appropriate. In addition, the Council may authorize reimbursement of the officers and members of the Council and of all committees for traveling and other incidental expenses incurred in carrying on the work of the Academy.
Article VII Officers
The officers of the Academy shall be a president, one or more vice presidents, one or more secretaries, a treasurer, and such other officers as may be prescribed in its bylaws.
Article VIII Cooperation between the Academies
Section 1. The National Academy of Engineering recognizes the importance of a cooperative and collegial atmosphere among the elements of the National Academies and will seek to foster and enhance it.
Section 2. The National Academy of Engineering shall be solely responsible for the content of reports on projects that it undertakes, and such reports may be issued in its own name.
Article IX Minutes; Financial Records
Section 1. The Academy shall keep minutes of the proceedings of its members, Council, and committees having authority under the Council. It shall also keep books and records of its financial transactions.
Section 2. After the close of each fiscal year, the accounts of the Academy shall be audited by independent certified public accountants. A report of such audit shall be made to the Councils of the National Academy of Engineering and the National Academy of Sciences.
Article X Restrictions on Activities
Section 1. No part of the income or assets administered by the Academy shall inure to any member or official of the Academy or member of the Council, or be distributable to any such person during the life of the Academy or upon its dissolution or final liquidation. Nothing in this section, however, shall be construed to prevent the payment of reasonable compensation to any such person as authorized in Section 3 of Article VI hereof.
Section 2. No substantial part of the activities of the Academy shall consist of carrying on propaganda or otherwise attempting to influence legislation.
Article XI Use of Assets on Dissolution or Liquidation
Upon final dissolution or liquidation of the Academy, and after discharge or satisfaction of all the outstanding obligations and liabilities for which it is responsible, the remaining assets in the hands of the Academy shall be distributed in a manner that is consistent with the purposes of the National Academy of Engineering and in accordance with all applicable restrictions and obligations of the National Academy of Sciences. Except as provided in Article XII hereof, such distribution shall be determined by the Council of the National Academy of Sciences.
Article XII Disposition of Assets upon Incorporation
Should the Academy be incorporated independently at a later date, all permanent assets under its control (whether by way of endowment or otherwise) shall be transferred to such new corporation, provided that such transfer is not inconsistent with Section 501(c) (3) of the Internal Revenue Code and comparable statutory tax-exemption provisions. The disposition of any funds or property that the Academy is then administering under grants, contracts, and the like shall be determined by agreement between the presidents of the National Academy of Engineering and the National Academy of Sciences.
Article XIII Amendments
Any proposed amendment to these articles of organization shall be considered by the Council of the Academy and, if two-thirds of the Council approve the same, it shall be submitted to the Council of the National Academy of Sciences. If the latter approves the proposed amendment, the Council of the National Academy of Engineering shall report thereon to the members of that Academy at their next stated meeting. If the proposition is considered favorably by a majority of the members present, it shall be submitted, by notice given to all members of the Academy not less than thirty days in advance, for final action at their next stated meeting. Members who are unable to attend that meeting may send their votes on the proposed amendment to the secretary, and such votes shall be counted as if the members were present. If the proposed amendment is approved by a majority of the votes cast, it shall be declared adopted.