Bylaws
Academy of Engineering Management By-Laws
Approved by Academy Members on October 21, 2022
I. The Academy
The Academy of the Missouri University of Science & Technology (Missouri S&T) Department of Engineering Management and Systems Engineering (the Department) is an organization of Department graduates that is formed to mentor and further the needs of the students of the Department, to promote and address the needs of the Department, including the Department's Faculty and staff, and to recognize Department graduates for their technical and managerial contributions to industry, society, the Department and Missouri S&T.
II. Governance
A. Board of Directors
The Academy shall be managed by a Board of Directors consisting of the Academy President, Vice-President, Secretary/Treasurer, Immediate Past President, and the Department Chair. The Academy President shall serve as the Chair of the Board of Directors. A majority vote of the Board of Directors shall prevail. The Board of Directors shall meet at the call of the Chair. Four members of the Board of Directors represent a quorum. The Board of Directors may meet virtually, in person, or a combination thereof.
The Department Chair is an ex officio member of the Board of Directors. The Department Chair's presence is included in the determination of a quorum. The Department Chair has the right to vote to break a tie vote of the Board of Directors.
B. Academy Officers
(i). Academy Officers shall be a President, a Vice-President, and a Secretary/Treasurer.
(ii). Academy Officers shall be elected by Academy Members present at an Annual Membership Meeting. The Academy President and Department Chair shall present a slate of Officer candidates for election at the Annual Membership Meeting. Any member present may make additional nominations. If there is a contested Officer election, the remaining Board of Directors Slate of Officer Candidates shall be voted upon by the Academy Members first. Then the contested Officer election shall be conducted by a roll call vote of the Academy Members present. The quorum for the election of Academy Officers and binding votes on the election of Academy Officers shall be in accordance with Section III(B).
(iii). Academy Officers shall serve a term of twenty-four months from the date of their election at an Annual Membership Meeting.
(iv). The Vice President shall succeed to the Presidency if the office is vacated. If the Vice-President advises the Board of Directors that they are unable to serve as Academy President, the remaining members of the Board of Directors shall elect an Academy Member to serve as Academy President until the next Annual Membership Meeting.
(v). The Board of Directors shall approve the appointment of an Academy Member to fill a vacancy of the Vice-President or Secretary/Treasurer. The Academy Member will serve as an Officer until the next Annual Membership Meeting's election of Officers.
(vi). Academy Officers shall have the duties necessary for the purposes and functions of the organization and such other duties as are assigned by the Board of Directors.
(vii). The Secretary/Treasurer shall take attendance at all Academy Meetings, report to the Academy President whether a quorum per Section III(B) is present and take minutes of the meetings. A copy of the minutes will be provided to all Academy Members within 30 days of the Academy Meeting. The Secretary/Treasurer and Archive Committee shall each be the repository of the minutes.
The Secretary/Treasurer shall maintain an annual attendance record of Academy Members attending the Academy's Annual Membership Meeting and those with an excused absence. Thirty days following an Annual Membership Meeting, the Secretary/Treasurer shall provide the annual attendance record to the Board of Directors, the Membership Nominations Committee Chair, and the Archives Committee Chair.
(viii). Academy Officers shall serve without compensation. They may be reimbursed for expenses incurred if approved by the Academy President and one other Board member.
C. Academy Committees
(i) The permanent committees of the Academy are:
(a) Student Needs and Mentoring Committee;
(b) Department and Faculty Committee;
(c) Membership Nominations Committee;
(d) Industry Relations Committee;
(e) Finance Committee; and
(f) Archives Committee
(ii) The Board of Directors has the authority to create any additional committee they deem appropriate. The Academy President and Vice-President are ex-officio members of the permanent committees. The Academy President shall appoint the Chair, Vice-Chair, and Academy Members of each Committee. Committees shall meet at the call of the Committee Chair and may meet in person, virtually, or a combination thereof. A majority vote of the Committee Members present shall prevail. The Committee Chairs shall update the Board of Directors on their Committee quarterly. Committee quarterly reports shall be available to Academy Members.
D. Academy Permanent Committee Functions
(i). Student Needs and Mentoring Committee shall consist of the Committee Chair, Committee Vice-Chair, Academy Members appointed by the Academy President, and two students appointed by the Department Chair. The Student Needs and Mentoring Committee shall regularly engage with the students of the Department to assess their needs as students and shall advise the Board of Directors of such and develop a mentoring program that matches students and their needs with Academy Members as mentors. The Student Needs and Mentoring Committee (exclusive of student committee members) and the Finance Committee shall jointly recommend student scholarships to the Board of Directors with the Student Needs and Mentoring Committee identifying scholarship recipients and the Finance Committee identifying that scholarship funds are available, and that the issuance of the scholarships will not impair the corpus of the scholarship fund.
(ii). The Department and Faculty Committee shall consist of the Committee Chair, Committee Vice-Chair, Academy Members appointed by the Academy President, and two Faculty appointed by the Department Chair. The Department and Faculty Committee shall identify areas where the Academy can support the Department and Faculty members and advise the Board of Directors of such.
(iii). The Membership Nominations Committee shall consist of the Committee Chair, Committee Vice-Chair, and Academy Members appointed by the Academy President. The Membership Nominations Committee shall be responsible for nominees for membership into the Academy; maintaining a roster of Academy Members; recommendations to the Board as to the status of Academy Members; preparing and maintaining a list of Academy Members for publication on the Department's Website; development and maintenance of an Academy Member display in the Department and advising the Board of Directors of any individual deserving of special recognition by the Academy.
(iv). The Industry Relations Committee shall consist of the Committee Chair, Committee Vice-Chair, and Academy Members appointed by the Academy President and shall develop and maintain a database that contains the industry relationships and areas of expertise of Academy Members; the industries, and companies for whom graduates of the Department are employed; and industry Areas of Interest and Research Areas of Interest of the Department and Faculty
(v). The Finance Committee shall consist of the Secretary/Treasurer as the Committee Chair, Committee Vice-Chair, and Academy Members appointed by the Academy President and shall manage the funds and scholarships of the Academy; and manage all fundraising events on behalf of the Academy. The Student Needs and Mentoring Committee (exclusive of student committee members) and the Finance Committee shall jointly recommend student scholarships to the Board of Directors with the Student Needs and Mentoring Committee identifying scholarship recipients and the Finance Committee identifying that scholarship funds are available, and that the issuance of the scholarships will not impair the corpus of the scholarship fund.
(vi). The Archives Committee shall consist of a Committee Chair, Committee Vice-Chair, and Academy Members appointed by the Academy President. It shall coordinate with the Board of Directors, Academy Committees, and other Academy Members in the management and organization of the Academy's archives and documents, including the minutes and attendance records of Academy Meetings, as to the actions of the Academy, the history of the Academy, Academy Members, and in finding ways to make the archives and documents accessible to the Academy and to include an archival record of the Academy Website.
III. Academy Meetings
A. Notice of Academy Membership Meeting and Annual Membership Meeting
The Academy President shall preside over all Academy Membership Meetings and the Annual Membership Meeting. All Academy Membership Meetings and the Annual Membership Meeting (pursuant III(C)) shall be at the call of the Academy President with a 30-day notice to the Academy Members as to the date, time, place, and agenda of the meeting. Any Academy Member may add an item to the New Business Agenda by submitting the agenda item. Any New Business Agenda item submitted by an Academy Member that requires a vote of Academy Members at the meeting must be submitted to the Secretary/Treasurer 20 days before the date and time of the Academy Membership Meeting or Annual Membership Meeting, and the Secretary/Treasurer shall give notice to Academy Members of the agenda item 15 days before the date and time of the Academy Membership Meeting or Annual Membership Meeting. All Academy Membership Meetings and Annual Membership Meetings may be in-person, virtual, or a combination thereof. All notices may be by U.S. Mail or by electronic mail.
B. Quorum for Membership Meetings and binding Membership Votes
A quorum for an Academy Membership Meeting and an Annual Membership Meeting shall be 15 Academy Members present. If a quorum is 15, then a vote of 10 of the Academy Members shall prevail. If the quorum is 16 or more Academy Members, then a simple majority vote of the Academy Members present shall prevail. There will be no vote by proxy.
C. Annual Membership Meeting
The Academy President shall call an Annual Membership Meeting of the Academy either the Thursday, Friday, or Saturday of Missouri S&T's Homecoming Weekend.
D. Annual Membership Meeting Agenda
The Academy President shall establish the Annual Membership Meeting Agenda:
The Secretary/Treasurer takes attendance. Reports whether a Quorum is present.
Academy President Remarks
Student Remarks/Presentation
Secretary/Treasurer Annual Budget and Academy Financial Report
Election of Officers
(a). Board of Directors Slate of Officer Candidates
(b). Officer Nominations from Membership
Introduction of New Academy Members by the Chair of the Membership Nominations Committee
Reports of the Permanent Committee Chairs
Old Business
New Business
(a) Vote on Annual Monetary Contribution Amount by Academy Members to the Academy
Adjournment
E. Induction of New Academy Members
(i). An Induction Ceremony to induct newly elected members shall be held in conjunction with the Annual Membership Meeting at a time and place determined by the Board of Directors unless the Board of Directors determines another time and place would be more appropriate.
(ii). An award of recognition and certificate of membership in the Academy will be awarded to each new member at the Induction Ceremony.
IV. Academy Members
A. Academy Membership Qualifications
An Academy Member shall hold a degree from the Department and shall have demonstrated leadership, professional achievement, and personal and professional integrity.
B. Academy Member Nomination
(i). The Chair of the Membership Nominations Committee shall request all Academy Members, Department Faculty, and University Development to nominate graduates of the Department for Academy Membership.
(ii). The Membership Nominations Committee shall review the nominees, determine whether the nominee meets the Academy Membership Qualifications, and forward their recommended nominees to the Board of Directors.
(iii). The Board of Directors shall review the Membership Nominations Committee nominees and return to the Chair of the Membership Nominations Committee the nominees approved by the Board of Directors for election to the Academy.
(C). Election of Academy Members
(i). The Membership Nominations Committee shall prepare a Ballot listing the nominees approved by the Board of Directors and a Brief Profile of each nominee in a separate document.
(ii). The Membership Nominations Committee shall deliver the Ballot and the Brief Profile to all Academy Members with instructions on the time and date the Ballot must be returned to the Membership Nominations Committee. The time and date for the return of the Ballot shall take into account sufficient time for inductees to attend the next Annual Membership Meeting.
(iii). The Membership Nominations Committee shall canvas all votes received and declare as elected and eligible for invitation to membership those nominees that have received at least three-fourths of the total votes cast for membership in the Academy.
D. Acceptance of New Members
(i). The process for a new member's acceptance into the Academy is as follows:
(a). The Academy President and the Department Chair shall jointly notify the nominees of their election and extend to each of them an invitation to join the Academy, subject to the nominee's agreement to the following:
(i). They will be present for induction at the first induction ceremony held after the election. The Academy President may postpone an inductee's first induction ceremony for a good cause and may waive this requirement. If, however, the Academy President does not waive this requirement, the invitation to join the Academy will be withdrawn;
(ii). They will attend the Annual Membership Meetings of the Academy unless excused for good cause by the Board of Directors;
(iii). They will become a member of at least one of the Academy Permanent Committees;
(iv). They will consider an annual contribution to the Academy in an amount determined at the most recent Annual Membership Meeting; and
(v). Information about members of the Academy may only be used for Academy business.
E. Honorary Academy Members and Special Recognition
Upon the recommendation of the Membership Nominations Committee, the Board of Directors may approve any individual that is not an Academy Member as an Honorary Academy Member. An Honorary Academy Member may not vote on Academy matters, may not be an Officer of the Academy, and may not be counted in a quorum determination but shall enjoy all other rights and benefits of Academy Membership.
An Honorary Academy Member who attained their Honorary status before October 22, 2022, shall retain their right to vote on Academy matters and may be counted in a quorum determination.
Upon the recommendation of the Membership Nominations Committee of an Academy Member deserving of special recognition for their service to the Academy, the Board of Directors may approve the Academy Member for special recognition in a manner they deem appropriate.
F. Academy Members Standing, Excused Absences, Inactive Academy Members, and Removal
(i). Subject to provisions of this Section IV (F), all Academy Members are in good standing with the right to participate in Academy meetings and to vote on Academy matters.
(ii). If an Academy Member makes a written request to the Board of Directors for an excused absence from an Annual Membership Meeting 10 days prior to an Annual Membership Meeting, the Board of Directors shall have the discretion to grant or deny the request.
(iii). An Academy Member may request the Board of Directors to designate them as an Inactive Academy Member. The Board of Directors shall have the discretion to grant or deny the request. An Inactive Academy Member may not vote on Academy matters, may not serve as an Officer of the Academy, may not serve on a committee, and may not be counted in a quorum determination.
(iv). The Membership Nominations Committee shall notify the Board of Directors whenever an Academy Member has failed to attend a Membership Meeting for five consecutive years and recommend that the Academy Member become an Inactive Academy Member. Upon receipt of the notification, the Board of Directors shall give the Academy Member written notice of the recommendation. Within 30 days from the date of the notice, the Academy Member shall have the opportunity to be heard by the Board of Directors on the matter. Thereafter, the Board of Directors has 30 days to act upon the recommendation. If the Board of Directors does not take action within those 30 days, no change in the Academy Member's status shall occur.
(v). Any Inactive Academy Member may annually request the Board of Directors to return them to an Academy Member in good standing, and the Board of Directors shall have the discretion to do so;
(vi). Upon the recommendation of the Membership Nominations Committee to the Board of Directors that an Academy Member no longer meets the Academy Member Qualifications, the Academy Member may be removed as an Academy Member. Upon receipt of the recommendation of removal, the Academy President shall give the Academy Member notice of the recommendation and an opportunity to be heard by the Board of Directors within 30 days of receipt of the Academy President's notice. Within 30 days after the 30th day of the opportunity to be heard, the Board of Directors may vote to remove, vote not to remove, or take no vote. If no vote is taken, the result is the same as a vote not to remove. If the Board of Directors votes to remove, the Academy President shall give written notice of the decision to the Academy Member, and in the written notice shall advise the Academy Member that the Academy Member has the right to appeal the decision to the Academy Members as a whole by giving written notice to the Board of Directors within 30 days of the date of the written notice of the decision to remove the Academy Member. If the Board of Directors receive written notice that the Academy Member wishes to exercise their right to appeal to the Academy Members as a whole, the Academy President shall call an Academy Membership Meeting in accordance with Section III and the appeal to the Academy Members as a whole shall be the sole agenda item.
There is no authority to reinstate a removed Academy Member under these By-Laws.
V. Financial Requirements
(i). The Academy shall be self-supporting. It shall use only those funds exclusively reserved for it in a University account. Those funds shall accrue from contributions made or solicited by the members.
(ii). The Board of Directors shall adopt an annual budget and report the annual budget and financial review to Academy Members. The budget will provide the Department with direction for the expenditure of funds from the account in the name of the Academy.
(iii). According to the "Statement of Agreement and Understanding Concerning the Academy of Engineering Management," the Board of Directors shall instruct the Secretary/Treasurer on maintaining the Academy of Engineering Management funds.
VI. Academy Members' Liability
The Academy Members shall not be responsible for any indebtedness or liability incurred by or for any acts performed by any member or individual who is in attendance at any annual or special meeting, outing, or social activity of the Academy.
VII. Amendment of By-Laws
The By-Laws may be amended at any Academy Annual Membership Meeting at which such intention has been a part of the notice of the meeting. The amendment will be adopted if it carries the favorable recommendation of a simple majority of the Board of Directors present and is approved by Academy Members per Section III(B).