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This volume includes the current edition of the NAE Bylaws.
The Bylaws were adopted by the Founding Members at the Organizing Meeting of the National Academy of Engineering held on December 10, 1964.
This edition, revised, includes amendments of the Bylaws made on March 17, 1965, March 24, 1966, February 20, 1967, April 25, 1968, October 31, 1968, May 2, 1969, April 30, 1970, May 2, 1974, November 18, 1976, November 10, 1977, November 1, 1978, October 29, 1980, April 15, 1981, June 15, 1982, December 6, 1982, September 25, 1985, September 28, 1988, October 3, 1989, October 2, 1991, May 6, 1996, September 19, 1996, September 5, 1997, May 8, 1998, September 29, 1999, October 21, 2004, October 10, 2005, August 2, 2013, May 9, 2014, September 28, 2015, March 31, 2018, December 15, 2019, January 5, 2021, and November 16, 2022.
Article I Seal
The seal of the National Academy of Engineering (hereinafter called the "Academy") shall be in the form of a circle and shall have inscribed thereon:
NATIONAL ACADEMY OF ENGINEERING, 1964, OFFICIAL SEAL
Article II Membership
Section 1. Composition Section 2. Members Section 3. International Members Section 4. Criteria for Membership Section 5. Nomination and Election Section 6. Posthumous Election Section 7. Notification and Acceptance Section 8. Academy Sections Section 9. Dues Section 10. Resignation
Section 1. Composition
The membership of the Academy shall consist of members and international members.
Section 2. Members
Members must be citizens of the United States. The qualifications for membership in the Academy are stated in Article V of the Articles of Organization of the Academy. Upon election, members shall receive a diploma from the Academy.
Subsection A Active Members Subsection B Members Emeriti Subsection C Inactive Members
Subsection A Active Members
Active members shall have the right to vote on Academy matters; shall be eligible to serve as an Officer, Councillor, or a chair of a standing committee; shall be eligible to serve on all committees; shall have the right to nominate, serve as a reference, and submit comments on nominees for membership; shall have the right to attend the annual meeting and regular and special meetings of the membership; and shall receive normal communications regarding Academy matters.
Subsection B Members Emeriti
Following at least ten years of active, dues-paying status, and upon reaching the age of 75, members who are retired from active business and professional life, and who wish to be relieved of the status of active membership may, at their own request, be transferred to the roll of members emeriti. A member emeritus shall not be subject to dues or assessments; shall not be eligible to nominate candidates for membership, but may serve as a reference and submit comments on nominees for membership; shall not be eligible to vote on Academy matters or in the election of members nor the election of Officers and Councillors; and shall not be eligible to hold office in the Academy or serve on a standing committee of the Academy. Members emeriti shall have the right to serve on study committees and to attend the annual meeting and regular and special meetings of the membership; and shall receive normal communications regarding Academy matters.
Subsection C Inactive Members
Active members who are placed on inactive status as discussed in Article II, Section 9 of these bylaws are not eligible for any of the privileges of membership.
Section 3. International Members
Nationals of countries other than the United States, including permanent resident aliens of the United States, shall be eligible for election as international members, provided that they meet the requirements for membership other than citizenship of the United States. Upon election, international members shall receive a diploma from the Academy. International members shall have the right to attend the annual meeting and regular and special meetings of the membership; shall receive normal communications regarding Academy matters; may nominate, serve as a reference or supplementary reference, and submit comments on international member nominees for membership; and may participate in the technical affairs of the Academy. An international member shall take no part in the governance of the Academy and shall not be subject to its dues or assessments. The status of an individual elected as an international member of the Academy who becomes a citizen of the United States shall be changed to that of a member of the Academy unless the individual requests otherwise.
Section 4. Criteria for Membership
The criteria for membership are enumerated in Article V of the Articles of Organization and may be interpreted from time to time by policies and procedures established by the Council.
Section 5. Nomination and Election
Nomination and election of members and international members of the Academy shall be in accordance with policies and procedures approved by the Council, which shall consider the recommendations of the Membership Policy Committee and the Committee on Membership.
The policies and procedures shall provide (i) for the Council to fix annually a Class Size consisting of the maximum number of new members and new international members to be elected; and (ii) for nominations of active members to be submitted by active members of the Academy; and (iii) for nominations of international members to be submitted by active or international members of the Academy. The appropriate Peer Committees will evaluate these nominations and make nominee recommendations to the Committee on Membership. The Committee on Membership shall determine candidates for election and the Home Secretary shall present the names of nominees for election to the active members of the Academy.
Section 6. Posthumous Election
A nominee who has been selected for inclusion on the Academy ballot for membership by the Committee on Membership and subsequently dies may be elected posthumously in accordance with the approved process necessary for election of members and international members in the general election: the allocation set by the Council for election would not be changed. There shall be no other posthumous election.
Section 7. Notification and Acceptance
Each member-elect and international member-elect, immediately following election, shall be notified thereof in writing by the Home Secretary or International Secretary, respectively. Each person elected to membership must accept the invitation, in writing, within sixty days of the date of election, except as provided in Article II, Section 6 of these bylaws. Otherwise, on proof that the Home Secretary or International Secretary has sent formal notification of election, that person's name shall not be entered on the roll of members or of international members. In the event of extenuating circumstances, in the sole judgment of the Council, the requirement of formal acceptance may be waived.
The Home Secretary or International Secretary shall be responsible for supplying a diploma with the official seal of the Academy to each newly elected member and international member, respectively. The diploma for members shall bear the signatures of the Chair, the President, and Home Secretary; the diploma for international members shall bear the signatures of the Chair, the President, and the International Secretary.
Section 8. Academy Sections
The membership of the Academy shall be divided into categories representing the principal branches of engineering activity. All members and international members shall affiliate with one of these engineering categories, and each such category shall constitute an Academy Section. The Council shall approve and may redefine the scope of any Section and shall determine and may change the number of Sections. Members and international members may change their Sectional affiliation by notification to the Home Secretary or International Secretary, respectively.
Section 9. Dues
The amount of the annual members' dues shall be approved by the Council and at its discretion may be modified from time to time, and shall be payable by the members within sixty days after commencement of the fiscal year for which they are assessed. Dues are considered to be in arrears if not remitted by the end of this sixty-day period. Similarly, dues of newly elected members shall be payable within sixty days after the beginning of the fiscal year next following the date of election and acceptance.
Failure to remit the dues payment within four months after it is in arrears may constitute due cause for the Council to place the member in the status of inactive member. Members placed in an inactive status may be returned to active status upon payment of all dues in arrears or may be placed on the roll of members emeriti if the Council determines that such status is appropriate and that the member is incapacitated and unable to communicate a request for transfer to such status.
An amount of "lifetime dues" may be approved by the Council, and at its discretion may be modified from time to time. No change in the amount of lifetime dues shall have retroactive effect.
All dues shall be payable to the National Academy of Engineering Fund (hereinafter called the "Fund"), an independent non-profit organization, restricted for use as determined by the Council.
Section 10. Resignation
Following election, inclusion on the roll of members or international members shall be for life provided that all conditions of membership are met. Resignation from membership shall be addressed to the President and acted on by the Council.
Section 11. Termination of Membership
In accordance with the “Policies and Procedures: Violations of the NAE Code of Conduct,” a member or international member may be sanctioned by a two-thirds vote of the Council and in extreme cases membership in the NAE may be terminated by a 90% vote.
Article III Meetings of the Membership
Section 1. Annual Meeting Section 2. Special Meetings Section 3. Voting Section 4. Quorum
Section 1. Annual Meeting
The Academy shall hold one annual meeting each calendar year, the date and location of which shall be determined by the Council. Written1 notice of each annual meeting shall be given to each member and international member of the Academy not less than thirty days prior thereto.
The annual meeting shall consist of business sessions and technical sessions as appropriate. The Council shall approve the objectives and general content of such technical sessions, and shall approve arrangements for the meetings as it deems appropriate. At the business sessions, the meeting shall receive any reports deemed appropriate by the Council; shall consider matters referred to it by the Council; and shall transact such other business as may properly come before it.
Section 2. Special Meetings
The Council may call special meetings of the membership at such times and places and for such purposes as it may designate in the notice of call. The Council shall give not less than thirty days' written notice of the time and purpose of all special meetings.
Section 3. Voting
Each active member of the Academy shall be entitled to one vote on each matter submitted to a vote at any meeting. Voting on all matters, including the election of Officers or Councillors, may be conducted by written document between meetings of the membership so long as the total number of votes cast is equal to or greater than the number of voting members required to constitute a quorum2 at a business session of a stated or special meeting.
Section 4. Quorum
Ten percent of the active members of the Academy, present in person, shall constitute a quorum for any business session of a stated or special meeting.
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Article IV Council
Section 1. Functions Section 2. Membership; Term Section 3. Nomination and Election of Officers and Councillors Section 4. Vacancies Section 5. Regular Meetings Section 6. Special Meetings Section 7. Quorum and Action by Majority Vote Section 8. Action by Mail or Facsimile Vote Section 9. Executive Committee
Section 1. Functions
Subject to the provisions of the Articles of Organization of the Academy Article III, Sections 5, 6 and 7 and these bylaws, the Council shall have paramount authority with respect to the funds, activities, policies, and purposes of the Academy. The Council shall have power to adopt the annual general budget of the Academy and to appoint and fix the compensation of the personnel who may be deemed necessary for the conduct of its affairs.
Section 2. Membership; Term
The Council of the Academy shall consist of the Officers of the Academy as specified in Article V, Section 1 of these bylaws following; twelve other members of the Academy; and the President of the National Academy of Sciences. The Officers shall be elected by the active members of the Academy, except for the Executive Officer, who may be appointed an Officer of the Academy by the President and Council, if he or she is a member of the Academy. The twelve other active members of the Academy who shall be Councillors will consist of nine members elected by the active members of the Academy and three members elected by the Council. The Officers and twelve Councillors will be nominated as members of the Board of Trustees of the National Academy of Engineering Fund in accordance with the bylaws of that Fund. The term of each member of the Council shall commence on July 1 of the year of election, except that the term of the Executive Officer as an Officer of the Academy shall commence when appointed by the President and Council and conclude on his or her separation from Academy employment or removal by the President and Council.
The terms of members of the Council, other than the Officers, shall be three years and shall be staggered. Each year, an appropriate number of active members of the Academy shall be elected to the Council to replace those Councillors whose terms expire in that year. No member of the Council, excluding Officers, shall serve more than six years of continuous service; calculation of the six-year maximum shall include all partial terms served; periods served as an Officer of the Academy shall not be considered in calculation of years of service as Councillor. Terms of Officers are provided in Article V, Section 2 of these bylaws.
Section 3. Nomination and Election of Officers and Councillors
Subsection A Officers and Councillors Elected by the Members Subsection B Councillors Elected by the Council
Subsection A Officers and Councillors Elected by the Members
Each year, at least thirty days prior to the meeting of the Nominating Committee, the Home Secretary shall advise the members of the opportunity to suggest to the Nominating Committee the names of candidates for each Officer or Councillor position to be filled in the ensuing election. The Nominating Committee shall submit its recommended slates to the Council at least thirty days prior to the meeting of the Council at which the recommendations of the Nominating Committee are to be considered, and all members submitting suggested names of candidates will be informed prior to the time of submission of recommended candidates to the Council whether their candidates have been forwarded to the Council for approval.
A petition received by the Home Secretary by January 15, bearing the signatures of at least five percent of the active members of the Academy on that date, shall suffice to place in nomination the name of any eligible person for any given position. The members signing the petition must be from at least ten different institutions. The Council shall specify the form of and information to be included in the petition.
On or about March 1 of each year the Home Secretary shall submit to the active members of the Academy a list of candidates containing those approved by the Council from the slates recommended by the Nominating Committee, those nominations made by petition as specified in the preceding paragraph, and any additional candidates added and approved by the Council. For election as Councillor elected by the members, the final slate shall contain at least twice the number of candidates as the number of vacancies to be filled. In selecting the final slate of nominees to be submitted to the members for balloting, the Council shall consider the geographic distribution, organizational affiliation, and the various branches of engineering represented in the Academy.
Voting shall be by unsigned, confidential written ballots, each ballot containing a provision for write-in votes. The election shall be determined by ballots received within thirty days after the date of distribution of the ballots to active members and, in the case of mail ballots, by ballots bearing a postmark or date-sent mark of a commercial mail service of not later than thirty days after the date of mailing of the ballots to members and received within forty days of that date. The Home Secretary shall oversee the opening4 of ballots and the tabulation of results. The membership of the Academy shall be informed as soon as practicable of the results.
The nature of the election process may be such that one position is to be filled for which a slate of nominees exists, or several positions are to be filled from a slate of nominees greater than the number of positions. In either case, the successful candidate(s) shall be the individual(s) receiving the highest number of votes among the ballots cast.
The Council shall decide how the foregoing procedure shall be modified in the event of tie votes.
Subsection B Councillors Elected by the Council
The President, in consultation with the Chair and the Executive Committee of the Council, will each year nominate one or more members for each vacant Councillor position for consideration by the Council, generally from those on the slate who stood for election by the members. The Council may, at its discretion, nominate additional members for consideration. The Chair, the Executive Committee, and the Council will take into account the composition of the Council subsequent to the election of the Councillors elected by the active members to ensure necessary balanced representation of the members on the Council. The election of a Councillor by the Council will take place prior to July 1, and the membership of the Academy shall be informed as soon as practicable of the results.
Section 4. Vacancies
Any vacancy on the Council (except for an Officer position), which occurs prior to the normal expiration of term, may be filled until the normal expiration of that term by a majority vote of the remaining members of the Council, and the membership of the Academy shall be informed as soon as practicable of the results. The term of the individual elected to fill the vacancy of a Councillor will begin immediately upon election. In case of a vacancy that occurs in any of the Officer positions prior to normal expiration of term, a special election for that position for the unexpired term may be held at such time as determined by the Council and in accordance with the procedures as provided in Article IV, Section 3.a. of these bylaws. Article V, Section 5 of these bylaws provides for the delegation of duties of Officers in the event of a vacancy or otherwise.
Section 5. Regular Meetings
The Council shall meet at the approximate date of the annual meeting of the membership. The Council shall also meet at least three other times per year with the time and place of each meeting set forth in a written notice to all members of the Council at least ten days prior to the date of each meeting. Any or all members of the Council may participate in a regular meeting of the Council by means of telephone conference or similar communications equipment, provided all persons participating in such a meeting can hear each other. The participation in a regular meeting by such means shall constitute presence in person at the meeting.
Section 6. Special Meetings
The Council shall hold such special meetings as the Chair, the President, or three members of the Council by signed5 request to the Chair or the President, may call, for such purposes as are designated by the person or persons calling the meeting. At any special meeting, the Council may take any action permitted to be taken at regular meetings, whether or not within the purposes stated in the notice.
Any or all members of the Council may participate in a special meeting of the Council by means of telephone conference or similar communications equipment, provided all persons participating in such a meeting can hear each other. Participation in a special meeting by such means shall constitute presence in person at the meeting.
The President or the Home Secretary shall promptly give to all members of the Council not less than ten days’ written (except electronic) or five days’ telephonic or electronic notice of the time, place, and purposes of each special meeting. Notice shall be deemed to be given to any member of the Council who signs a waiver of notice.
Section 7. Quorum and Action by Majority Vote
Nine members of the Council shall constitute a quorum at all meetings thereof, except when the Council is considering discipline of a member or international member for an alleged violation of the NAE Code of Conduct, in which case a quorum will be as specified in the “Policies and Procedures: Violations of the NAE Code of Conduct”. Except as otherwise expressly required by these bylaws, the vote of a majority of the members of the Council present at a meeting at which a quorum is present shall be the act of the Council. A super majority vote will be required for a Council act to discipline a member or international member as indicated in Article II, Section 11, Termination of Membership, and enumerated in the “Policies and Procedures: Violations of the NAE Code of Conduct.”
Section 8. Action Outside of a Meeting
The Council may conduct any of its affairs by written vote of the members of the Council, provided that all members of the Council give signed consent to action without a meeting and that any question so decided shall have been transmitted in writing prior to the vote to every member of the Council in the same wording. All members of the Council shall be apprised of the vote before the result of the vote on questions so determined is recorded by the Home Secretary.
Section 9. Executive Committee
There shall be an Executive Committee of the Council consisting of the Officers of the Academy; the President of the National Academy of Sciences; and at least three Councillors nominated by the Chair in consultation with the President of the NAE and approved by the Council. The Chair of the Academy shall chair the Executive Committee.
During intervals between meetings of the Council, the Executive Committee shall have and may exercise all the powers of the Council except that the Committee may not fill vacancies on the Council, set the amount of dues, exercise the powers of the Council with respect to membership policies or procedures in the Academy, or take any other actions that are expressly prohibited to the Committee by the Council.
The Executive Committee shall hold such meetings as the Chair, President, or any three members of the Committee by signed request to the Chair or the President, may call, for such purposes as are designated by the person or persons calling the meeting. The President or the Home Secretary shall promptly give to every member of the Committee not less than ten days’ written (except electronic) or five days’ telephonic or electronic notice of the time, place, and purposes of each meeting of the Committee. Notice shall be deemed to be given to any member of the Committee who signs a waiver of notice.
The Executive Committee may hold meetings by means of telephone conference or similar communications equipment, provided all persons participating in such a meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting.
A majority of the members of the Committee, including two of the three Councillors on the Committee, shall constitute a quorum at all meetings thereof. Except as otherwise expressly required by law or by these bylaws, the vote of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee.
The Executive Committee may conduct any of its affairs by written vote of the members of such Committee provided that all members of the Committee give signed, written consent to action without a meeting and that any question so decided shall have been transmitted in writing prior to the vote to every member of the Committee in the same wording. An affirmative vote by at least a two-thirds supermajority without dissent of the members of the Committee shall be necessary for action taken outside of a meeting, and all members of the Committee shall be apprised of the vote before the result of the vote on questions so determined is recorded by the Home Secretary.
Reports of all meetings of the Executive Committee and of all actions taken outside of a meeting shall be made to the Council by the Chair within ten days thereof. Section 10. Executive Officer
The Executive Officer is an employee of the Academy. If the Executive Officer is a member of the Academy, s/he may, at the pleasure of the President and the Council (by a simple majority vote), be an appointed Officer of the Academy, serving in an ex officio capacity without vote, except on the Committee on Membership.
Article V Officers
Section 1. General Section 2. Terms of Office Section 3. Election Section 4. Duties of Officers Section 5. Delegation of Duties of Officers Section 6. Removal of Officers or Councillors Section 7. Resignation of Officers or Councillors
Section 1. General
The Officers of the Academy shall be a Chair, a President, a Vice President, a Home Secretary, a International Secretary, and a Treasurer, all of whom shall be active members of the Academy.
Section 2. Terms of Office
The term of office of each Officer shall be limited to two consecutive four-year terms, with the following exceptions: (a) the term of office of the Chair shall be limited to two consecutive two-year terms; and (b) the term of office of the President shall be limited to two consecutive six-year terms, and no individual may serve as President for more than twelve years or more than two terms; and (c) the term of office for the Executive Officer is not fixed as s/he serves at the pleasure of the President and Council, whose members must approve the Executive Officer’s term by a simple majority vote. The Council may determine a shorter term for any officer position prior to approving the nominees for that position.
Section 3. Election
The election of Officers shall be in accordance with the process set forth in Article IV, Sections 3.a. and 4 of these bylaws.
Section 4. Duties of Officers
Subsection A Chair Subsection B President Subsection C Vice President Subsection D Home Secretary Subsection E International Secretary Subsection F Treasurer Subsection G Executive Officer
Subsection A Chair
The Chair shall preside at meetings of the Council of the Academy and its Executive Committee and shall designate the chair in any absence; shall be nominated as Chair of the Board of Trustees of the National Academy of Engineering Fund in accordance with the bylaws of that Fund; shall serve as an ex officio3 member of all committees except the Nominating Committee and Audit Committee; and shall work actively with the President in representing the National Academy of Engineering and its policies to the engineering community and the public.
Subsection B President
The President shall be the full-time chief executive officer of the Academy; shall, except as is otherwise provided herein, nominate members of committees in consultation with the Chair for approval by the Council; shall direct the business of the Academy subject to the policies, resolutions, and decisions of the Council; shall be the principal representative of the Academy in all relationships with the National Academy of Sciences, the National Academy of Medicine, the National Research Council, and all other institutions; and shall be a Vice Chair of the National Research Council. The President shall submit a report each year of the activities of the Academy to the Council and to the membership of the Academy at its annual meeting; shall be an ex officio member of all committees except the Nominating Committee and Audit Committee; and shall be nominated as President of the National Academy of Engineering Fund in accordance with the bylaws of that Fund. The President shall, in consultation with the Treasurer and the Finance Committee, prepare and present to the Council the annual budget of the Academy.
Subsection C Vice President
The Vice President shall be vested with all the powers required to perform all the duties of the President whenever the Council shall declare the President unable to perform the duties of the office by reason of disability or such other valid causes, and shall perform such other duties as may be prescribed by the Council. The Vice President shall be an ex officio member of all committees and shall be nominated as Vice President of the National Academy of Engineering Fund in accordance with the bylaws of that Fund. The Vice President shall chair the National Academy of Engineering Council’s Development Committee and assist the Academy’s development and fundraising efforts in collaboration with the President and the Office of Development. The Vice President, at the direction of the President, shall execute special Academy, inter-academy, and National Research Council responsibilities including, but not limited to, representing the Academy at events, serving on or chairing ad hoc committees, establishing and maintaining linkages with member-engagement activities, and working cooperatively with the Academy’s officers, staff, and members to bring vitality and enterprise efficiency to the Academy.
Subsection D Home Secretary
The Home Secretary shall be responsible for the conduct of membership affairs, including the election of members and international members; shall ensure that dues and assessments are collected from the members, and that adequate records are kept thereof; and shall present an annual report to the membership. The Home Secretary shall be an ex officio member of the Committee on Membership, the Membership Policy Committee, and the Nominating Committee and shall be nominated as Home Secretary of the National Academy of Engineering Fund in accordance with the bylaws of that Fund.
The Home Secretary shall attend meetings of the Academy and all meetings of the Council and its Executive Committee, and, after approval by the Council, shall ensure that the minutes of these meetings are entered in the permanent records of the Academy.
The Home Secretary also shall ensure that proper notice is given of all meetings of the Academy, the Council, and the Executive Committee. In addition, the Home Secretary shall inform the membership of the Officers and Councillors elected to the Council and new members and international members elected to the Academy. Furthermore, the Home Secretary shall have custody of the seal of the Academy and shall ensure that it is affixed to all documents as authorized by the Council.
Subsection E International Secretary
The International Secretary shall be responsible for the planning and conduct of the international affairs of the Academy. The International Secretary shall be an ex officio member of the Membership Policy Committee. The International Secretary shall establish and maintain relationships between the Academy and international and/or international engineering academies, international and/or international engineering societies and related groups; and establish and maintain liaison between the Academy and appropriate agencies of the United States government on international engineering activities. In discharging the foregoing responsibilities the International Secretary shall maintain liaison and cooperate wherever possible with the National Academy of Sciences and the National Academy of Medicine counterparts and participate in the planning and conduct of international programs of the National Research Council. The International Secretary shall present an annual report to the membership. The International Secretary also shall be nominated as International Secretary of the National Academy of Engineering Fund in accordance with the bylaws of that Fund.
Subsection F Treasurer
The Treasurer shall be responsible for overseeing procedures to ensure that full and accurate accounting is kept for all receipts and disbursements of the Academy; and shall be responsible, in consultation with the President, for the deposit in such institutions as may be approved by the Council of all monies, securities, and other valuable effects that are under the administration or control of the Academy. The Treasurer shall be responsible for ensuring that acknowledgment is made of all contributions to the Academy and that proper records thereof are kept and reported promptly to the Council. The Treasurer shall serve as chair of the Finance Committee and shall be nominated as Treasurer of the National Academy of Engineering Fund in accordance with the bylaws of that Fund.
The Treasurer shall be responsible for the proper record of disbursement of the funds of the Academy as may be ordered by the Council or the President; and render to the Council or the President, whenever it may be required, an account of all transactions undertaken.
Not later than the annual meeting of the Academy each year, the Treasurer shall prepare and submit to the Council a full report of the financial affairs of the Academy for the preceding fiscal year including a summary of receipts and disbursements. The Treasurer shall also prepare and present to the Council for its consideration quarterly financial statements during the fiscal year. The Treasurer shall present to the membership of the Academy at its annual meeting a report of the financial status of the Academy.
Section 5. Delegation of Duties of Officers
In case of the absence or disability of any Officer of the Academy or for any reason deemed sufficient by the Council, the powers or duties, or both, of such Officer may be delegated by the Council to any other officer or member of the Council.
Section 6. Removal of Officers or Councillors.
Subsection A Officers or Councillors Elected by the Members Subsection B Councillors Elected by the Council Subsection C Executive Officer Appointed an Officer by the President and Council
Subsection A Officers or Councillors Elected by the Members
The Council may recommend to the active members of the Academy that any Officer of the Academy, or any Councillor elected by the members of the Academy, be removed from office if the Council has determined that such removal is in the best interests of the Academy. Any such recommendation shall require, at a regular or special meeting of the Council, the affirmative vote of two-thirds of the members of the Council. The notice of such meeting sent to all members of the Council shall state that the purpose of the meeting, or one of the purposes of the meeting, is to consider a recommendation relating to the removal of an Officer or Councillor, and the notice shall also identify the Officer or Councillor to whom the recommendation relates.
If such a recommendation is approved, the Council shall promptly submit its recommendation to the active members of the Academy for their vote, together with a statement of the reasons why the Council believes the removal of the Officer or Councillor would be in the best interests of the Academy. The Officer or Councillor who is the subject of the recommendation may concurrently or subsequently submit a statement, under terms established by the Council, which the Council also shall submit promptly to the members of the Academy. Voting on a Council recommendation to remove an Officer or Councillor shall be under procedures established for election of Officers and Councillors elected by the active members as provided in Article IV, Section 3.a. of these bylaws.
Upon approval by a majority of the active members voting upon the Council's recommendation, the Officer or Councillor shall be removed from office, effective as of the date that the ballots are tallied. Any such vacancy shall be filled in accordance with Article IV, Section 4 of these bylaws.
No Officer or Councillor removed from office shall be eligible to serve as an Officer or Councillor of the Academy at any time subsequent to removal.
Article IV, Section 2 of these bylaws notwithstanding, no Chair or President removed from office may serve on the Council as immediate past Chair or immediate past President.
Councillors elected by the Council may be removed if the Council has determined that such removal would be in the best interests of the Academy. Removal of a Councillor elected by the Council requires the affirmative vote of two-thirds of the total members of the Council. Upon an affirmative vote of two-thirds of the total members of the Council, the Councillor shall be removed from office, effective as of the date that the vote is taken. The Council shall act expeditiously to fill any such vacant Councillor position. Subsection C Executive Officer Appointed an Officer by the President and Council
The Executive Officer may be removed as an Officer of the Academy by a simple majority vote of the Council. Discontinuation of the Executive Officer’s duties as an Officer shall be effective the day of the vote. The Executive Officer’s employment by the Academy may be terminated at the discretion of the President.
Section 7. Resignation of Officers or Councillors
Any Officer or Councillor may resign at any time by giving written notice to the Chair, the President, or the Council. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chair, President, or the Council, respectively.
Article VI Committees
Section 1. Membership; Term Section 2. Finance and Budget Committee Section 3. Audit Committee Section 4. Peer Committees Section 5. Committee on Membership Section 6. Membership Policy Committee Section 7. Nominating Committee Section 8. Other Committees Section 9. General Section 10. Vacancies Section 11. Removal of a Committee Member Section 12. Resignation of a Committee Member
Section 1. Membership; Term
Except as otherwise provided (1) all members of standing committees as set forth in these bylaws shall be active members of the Academy; (2) any active member of the Academy may serve on a committee; (3) the President in consultation with the Chair shall submit to the Council nominations of proposed committee members; (4) the number of members of the committee shall be determined by the Council; (5) the term of each committee member shall normally be for three years, except for members who are completing unexpired terms, and for up to two terms; (6) the terms shall, as nearly as possible, be staggered; and (7) terms shall commence on July 1. The Council retains the authority to add to or delete from the President's nominations and shall approve the committee membership.
Section 2. Finance Committee
There shall be a Finance Committee chaired by the Treasurer of the Academy. The President, in consultation with the Chair and the Treasurer, shall submit to the Council a list of proposed Committee members. In accordance with the investment objectives, policies, and guidelines approved by the Council, the Committee shall determine matters relating to the purchase and sale of securities or other investments that are under the administration or control of the Academy. The President or the Treasurer as chair of the Finance Committee may upon recommendation of the Committee employ competent investment counsel to advise the Committee and/or manage the investments of the funds. The Committee shall review with the President the proposed budget of the Academy and shall advise the Council at the Council's regular meetings on budget matters.
Section 3. Audit Committee
There shall be an Audit Committee which shall include at least two Councillors, one of whom shall be chair, and one individual with financial and audit experience, who may or may not be a member of the Academy. The Committee shall arrange for an annual audit of the accounts of the Academy by an independent certified public accountant. The Committee shall present a report of the audit to the Council together with such comments and recommendations as the Committee may deem appropriate. The Committee shall also present a report of the audit and such findings and recommendations as it may deem appropriate to the membership of the Academy. The Committee shall cause to be made any other examinations of the financial records, the accounting records, and the system of internal controls that the Council or the Committee consider necessary for the determination of the propriety of expenditures and/or adequacy and accuracy of the accounts of the Academy.
Section 4. Peer Committees
There shall be a Peer Committee for each Academy Section whose membership shall be drawn from members whose primary affiliation is with that Section. The Council shall appoint members to these Committees taking into consideration matters of balance, representation, and expertise to cover the scope of the Section. The terms of members shall commence on February 1. The Committees' responsibilities shall include reviewing and evaluating the nominations of candidates for membership in the Academy assigned to them and making recommendations to the Committee on Membership on candidates to be included on the ballot. In the case of an appointed member's inability to serve, the Home Secretary, with the approval of the President, may fill vacancies to meet needed expertise.
Section 5. Committee on Membership
There shall be a Committee on Membership, which shall include the chair of each Peer Committee, the current past committee chair who shall serve as a member of the committee for one year, and one or more at-large member(s) from each Section. The terms of the members shall commence on February 1. The members shall be appointed by the Council, after taking into account the various branches of engineering represented in the Academy. The Council shall annually name the chair and vice chair of the Committee. The vice chair, under normal circumstances, shall succeed to a one-year term as chair. The President shall fill any vacancies on the Committee.
The function of the Committee shall be to evaluate nominations for membership forwarded by the Peer Committees and to approve the slate of nominees for submission by the Home Secretary to the active members for election and to recommend membership of Peer Committees to the Home Secretary for review and forwarding to the Council for their review and approval.
Section 6. Membership Policy Committee
There shall be a Membership Policy Committee, including at least one member from each Section. The primary purpose of the committee is to advise the Council on issues and policies related to membership. The Council shall annually name the chair of the Committee.
Section 7. Nominating Committee
There shall be a Nominating Committee, including at least one member from each Section, one member of the Council, and the chair of the previous year's Nominating Committee (or other member selected by the Council, if the chair is unable to serve). With the exception of the additional one-year term of the chair of the previous year’s committee (or substitute), no member of the Committee may serve again until six years after the present one-year term has expired. The Council shall annually name the chair of the Committee.
The functions of the Committee shall be to prepare nominations to fill any vacancies occurring for any reason among the Officers of the Academy and, for vacancies that occur in that year through completion of terms of office among the Councillors elected by the members, in accordance with Article IV, Section 3.a. of these bylaws.
Section 8. Other Committees
The Council, or the Chair or President in consultation with the Council, may appoint such other committees, composed of members of the Academy, international members, and/or nonmembers as shall be deemed appropriate to carry out the purposes of the Academy and shall define the function and authority of each committee, as appropriate consistent with the limitations of this Article VI.
Section 9. General
Except for the Executive Committee, no committee may have and exercise the authority of the Council. Except as otherwise provided in these bylaws, any committee may conduct any of its meetings by means of telephone conference or similar communications equipment, provided all persons participating in such a meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting. In addition, any committee may conduct any of its affairs by written vote of the members of such committee, provided that any question so decided shall have been transmitted in writing prior to the vote to every member of the committee in the same wording.
A majority of the members of a committee shall constitute a quorum at all meetings thereof. A majority of those present and voting at a meeting of a committee shall be necessary for action.
Section 10. Vacancies
Except as otherwise provided, any vacancy on a committee that occurs prior to the normal expiration of term may be filled until the normal expiration of that term by nomination by the committee chair in consultation with the President and approved by the Council.
Section 11. Removal of a Committee Member
The Council in its discretion may remove any member of a committee if it determines that such removal would be in the best interests of the Academy. Removal of a committee member requires the affirmative vote of a majority of the total members of the Council. Upon an affirmative vote of a majority of the total members of the Council, the committee member shall be removed from office, effective as of the date that the vote is taken.
Section 12. Resignation of a Committee Member
Any committee member may resign at any time by giving written notice to the committee chair, and to the President or to the Council. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or the Council, respectively.
Article VII Definition of Terms
Section 1. Ex Officio Section 2. Majority Section 3. Opening Section 4. Quorum Section 5. Signed Section 6. Written
Section 1. Ex Officio
A member who serves on a committee by virtue of being an officer of the Academy or as previous chair of the committee and is a voting member unless otherwise specified.
Section 2. Majority
The term majority vote means more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting.
Section 3. Opening
Access to an electronic transmission shall be considered opening a ballot. A vote of a member may not be transmitted electronically by another person.
A quorum is the minimum number of members needed at a meeting to conduct business. The quorum required for member business is 10 percent of active members. The quorum for other meetings is stated in the respective bylaws sections.
Section 5. Signed
A written document that is hand-delivered or sent by mail, express delivery service, or facsimile must include the signature of the person writing the document when a signature is required. A written document transmitted electronically may be considered signed.
Section 6. Written
For the purpose of these bylaws, "written" is defined as a document that is (1) hand-delivered; (2) sent by mail or express delivery service; (3) sent by facsimile; or (4) transmitted electronically.
Article VIII Fiscal Year
The fiscal year of the Academy shall be from January 1 of each year through December 31, and may be changed by the Council.
Article IX Indemnification
Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the person, or another of whom the person is or was the legal representative, is or was an Officer, Councillor, employee, or agent of the Academy shall be indemnified and held harmless to the fullest extent permissible under the law against all expenses, liability, and loss (including attorneys' fees, judgments, fines, and amounts paid or to be paid in settlement reasonably incurred or suffered by the person in connection therewith). Such right of indemnification shall not be exclusive of any other right which such Officers, Councillors, employees, or representatives may have or thereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, provision of law, or otherwise, as well as their rights under this section.
Article X Governance of the National Research Council
The Academy shall be represented on the Governing Board of the National Research Council by the President, Vice President, and Treasurer of the Academy and one other member of the Council of the Academy designated by the Council to serve on the Governing Board at the pleasure of the Council for terms not to exceed four consecutive years, which may exceed their terms on the Council. Any vacancy occurring prior to normal expiration of term may be filled by the Council for the remainder of that term. To provide for the possibility that more than two of the representatives to the Governing Board are unable to attend a specific meeting of that body, the Council may designate alternates from among its members to ensure meeting the quorum. A quorum shall consist of not fewer than eight members of the Board, four of whom shall be representatives from the National Academy of Sciences, two representatives from the National Academy of Engineering, and two representatives from the National Academy of Medicine.
The Academy shall also be represented on the Executive Committee of the Governing Board of the National Research Council by the President of the Academy and one other member of the Council designated annually by the President and approved by the Council. The Council may designate an alternative member of the Executive Committee who may attend and serve as a member of the Executive Committee at any meeting of the Committee at which the President, or other designated member, is absent.
Article XI Reports and Publications
Section 1. Annual Report Section 2. Other Reports and Publications
Section 1. Annual Report
The President shall provide, at the annual meeting of the Academy, a report containing a record of the principal activities of the Academy during the preceding fiscal year. This report shall be transmitted to the members of the National Academy of Engineering and to the President of the National Academy of Sciences for incorporation into such reports as the National Academy of Sciences deems appropriate.
Section 2. Other Reports and Publications
The Academy may arrange for the issuance of such other reports and publications as may be desirable.
Article XII Amendments
Amendments to these bylaws may be made only by the active members of the Academy either (i) by written vote using the procedures set forth in Article IV, Section 3.a. of these bylaws governing the voting for election of Officers and Councillors elected by the members or (ii) by action taken at any annual or special meeting of the membership by a majority of the votes cast. Before any amendment may be placed before the members for a vote, the amendment must first be proposed by resolution (i) adopted at a meeting of the membership, or (ii) adopted by the Council, or (iii) adopted by written proposal signed by ten percent of the members of the Academy. In the event that action on an amendment is contemplated at a meeting, notice of the proposed amendment shall be sent to all members of the Academy not less than thirty days prior to the meeting at which the amendment is to be presented for action.
Article XIII Parliamentary Procedure
The provisions of Robert's Rules of Order (11th edition) shall govern the transactions of Academy business in all cases to which they apply and to the extent that they are not inconsistent with the bylaws or any special rules of this Academy.
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1 See Article VII Definition of Terms 2 See Article VII Definition of Terms 3 See Article VII Definition of Terms 4 See Article VII Definition of Terms 5 See Article VII Definition of Terms