ARTICLE I: Name and Territory

The name of this organization shall be the Delaware Section of the American Institute of Aeronautics and Astronautics, Inc. The territory of this Section shall be New Castle County, DE, Kent County, DE, Sussex County, DE, Kent County, MD, Cecil County, MD and Harford County, MD.

ARTICLE II: Objective_______________________

The objective of this organization is to further, within its territory, the purposes and programs of the American Institute of Aeronautics and Astronautics, Inc.

ARTICLE III: Membership____________________

The membership of the Section shall consist of members of the Institute of all grades who live or work within the Section's territory. The administrative test as to such membership shall be the mailing address of the member. Additional members may be assigned to the Section by the Institute or by their own request.
Corporate and Student Members shall not have the voting privilege for local elections.

ARTICLE IV: Officers_______________________

1. The officers of this Section shall consist of a Chairman*, a Vice Chairman, a Secretary, and a Treasurer, all of whom shall be elected as prescribed in Article VI, for terms of one year and shall continue until their successors qualify and take office. The elections the officers shall be held in May, and the officers shall take office on July 1st.
The Chairman may succeed himself and serve one additional one-year term.

2. The Chairman shall be the chief executive officer of the Section. He shall be a member of the Council and of all committees, except the Nominating Committee. He shall preside at all meetings and functions with outside agencies, making all appointments except the Nominating Committee and transacting all business of the Section as directed by it or by its Council and in accordance with these By-laws. The chairman for the proceeding year shall make an annual report in June to the appropriate Regional Director of the American Institute of Aeronautics and Astronautics, Inc.

3. The Vice-Chairman shall be a member of the Council and shall act in the place of the Chairman in any case of the Chairman's failure or inability to act. He shall transact, at the direction of the Chairman, any business which could be within the power of the Chairman to transact.

* Whenever used in these by-laws, the term Chairman and any masculine pronoun shall include the feminine gender

4. The Secretary shall be a member of the Council. He shall maintain minutes of the meetings of the Section and shall be custodian of all its records not specially assigned to others. He shall conduct the correspondence of the Section and the Council and shall be responsible for sending out all notices of the meetings and keeping a full and correct list of the membership and addresses of the members. He shall submit a copy of the minutes of all meetings of the Section to the Regional Director and the applicable staff liaison.

5. The Treasurer shall be a member of the Council and shall have charge of the finances of the Section and shall make all required financial reports and such expenditures as may be authorized by the Section or by the Council or by the By-laws of the American Institute of Aeronautics and Astronautics, Inc. as implemented under Article VIII of these By-laws. He or his authorized agent will collect all money at meetings.

6. The Membership Chairman shall be an appointed member of the Council and shall be responsible for the Section membership promotion and retention programs.

7. The Public Policy Chairman shall be an appointed member of the Council and shall be responsible for Section public policy activities, speakers bureaus, interface with public officials, contact with AIAA’s National Public Policy officer, etc.

8. Additional Council members may be persons appointed by the Chairman: Young Members, Education, Honors & Awards, Programs, Career Enhancement, Regional Advisory Council (RAC) Representative, and Technical Committee Officers.

ARTICLE V: Council________________________

The Council shall consist of not less than the four elected Officers. The Chairman, Vice Chairman, Secretary, Treasurer and the Chairman of the previous year shall be ex-officio voting members. The Council shall have general supervision of the work of the Section. The Council Members shall take office in July for terms of one year and shall continue in office until their successors qualify and take office.

ARTICLE VI: Elections and Vacancies__________

1. The four Officers, discussed in Article IV, paragraph 1, shall be elected annually.

2. The Council shall appoint an Elections Committee not later than March 1st. Such committee shall consist of at least two members of the Section led by an appointed Elections Chairman. The Elections Committee shall prepare a slate, which must be submitted, to the Secretary by March 15. This slate shall consist of at least one nominee for Chairman, Vice Chairman, Secretary and Treasurer. All nominees shall be members of this Section.

3. The Secretary shall send to the membership of the Section a list of the nominees within ten days of receipt of their names from the Elections Committee. Additional nominations may be made by petition to the Secretary by any Section Member, stating the name of the nominee and the office for which he is being nominated, which petition shall be signed by at least five percent of the membership. Nominations by petition shall be received by the Secretary for twenty days after the date on which the notification was mailed to the members. The date for closing of petition nominations shall be indicated on the original notification as mailed to the members.

4. The Chairman shall appoint a Tellers Committee to count ballots and shall inform the Secretary of the names of the committee members at least thirty days before the election date.

5. The Secretary shall be responsible for preparing the ballot inclusion in the section newsletter that is mailed or e-mailed to all members of the Section before April 15. The ballots shall be marked with the closing date for balloting, which date shall not be less than twenty days after the date of mailing of the ballot. The election shall be secret and the return envelopes or electronic votes shall be arranged to preserve secrecy. These ballots shall be marked by the members and returned to the Secretary, marked for the attention of the Tellers Committee. The Secretary shall deliver to the Teller Committee all of the ballots received. The Teller Committee will count the valid ballots and certify to the Secretary the names of the Officers and Council Members elected. A plurality of the ballots shall constitute election. The roster used for validating ballots shall be the complete list of members of the Section, effective on the date of mailing of the ballots.

6. A vacancy in the office of Chairman shall be filled by the succession of the Vice Chairman.

7. A vacancy in any of the officer’s positions (Vice Chairman, Secretary, or Treasurer) shall be filled by an appointment by the Council to serve until the next scheduled election.

8. A vacancy in any appointed Council position shall be filled by appointment by the Chairman until the end of the fiscal year.

ARTICLE VII: Meeting, Procedure and Quorums_

1. At least two regular meetings of the Section membership shall be held in each year.

2. Special meetings of the Section may be called by the Chairman or the Council, or upon the written request of at least five percent of the membership and the entire membership must be notified of the date and place of such meeting.

3. The Annual Meeting, combined with the Honors and Awards Meeting, shall be held in June and shall be for the purpose of announcing the Officers and Council elected for the next year, receiving reports of the Officers and committees, presenting Honors and Awards from over the year and other business that may arise.

4. The Council shall hold at least four meetings per year. Meetings may be called by the Chairman or upon the written request of any three members of the Council.

5. The Secretary of the Section shall forward within ten days to the Regional Director and the appropriate staff liaison of the American Institute Aeronautics and Astronautics, Inc., a of report of each regular meeting held.

6. The rules contained in Robert's Rules of Order Revised shall govern this Section in all cases to which they are applicable and in which they are not inconsistent with these By-laws or with the Constitution or By-laws of the American Institute of Aeronautics and Astronautics, Inc.

7. Ten members, or five percent of the membership of the Section, whichever is greater, shall constitute a quorum at any meeting of the Section.

8. Fifty percent of its membership shall constitute a quorum at any meeting of the Council.

9. In any matter to be decided by letter ballot, including elections of officers, a quorum shall consist of the number of valid votes cast.

ARTICLE VIII: Financial Affairs_______________

1. The fiscal year shall be from June 1 to May 31.

2. The dues shall be as fixed by the By-laws of the American Institute of Aeronautics and Astronautics, Inc., and shall be paid to said Institute. The Section shall neither charge nor collect dues or assessments, but the Section may accept incidental voluntary contributions for social and technical activities.

3. (a) The Section shall submit an annual budget for the ensuing fiscal year to the appropriate Regional Director of the American Institute of Aeronautics and Astronautics, Inc., on or before the first day of August in each year.

(b) Attached with (a) above shall be a financial report (audited) for the prior fiscal year, prepared by the outgoing Treasurer and audited by the Chairman's designee.

4. The Section shall be responsible for it’s own acts, contracts, debts and other obligations and undertakings unless the American Institute of Aeronautics and Astronautics, Inc., by duly constituted action of its Board, agrees to undertake or assume responsibility therefore prior to the time the action is taken or the obligation is incurred. The Section shall open and maintain a bank account in a reliable banking or other financial institution for the disbursement of expenses incident to its organization purposes and functions, and may employ, discharge and compensate from its own funds such personnel, but only such personnel, as are required for proper maintenance of its organization and the performance of its functions in accordance with its By-laws and Constitution and By-laws of the American Institute of Aeronautics and Astronautics, Inc. All checks written and all withdrawals from checking and savings accounts of the Section shall require the authorization of the Chairman and Treasurer.

5. The Section shall have no indebtedness, and shall not enter into any contract or understanding, assume any obligations, or make any expenditures, the effect of which would be to create, at any time, a Section obligation the total amount of which exceeds unobligated funds on hand by Three Hundred Dollars ($300).

6. The Section and the Officers and Council hereof, shall not be liable or otherwise responsible for the actions of, or obligations incurred by, any individual member or group of members of this Section, except insofar as such actions or obligations are the responsibility of the Section under these By-laws.

ARTICLE IX: Committees_____

1. The Chairman, in consultation with the Council, shall appoint the following committees: Program, Membership, Public Policy, Honors and Awards, Career Enhancement, Young Members and Education. Members appointed on committees serve for one year or until their successors are appointed. Additional committees may be appointed as necessary.

2. The Chairman shall appoint a representative to its Regional Advisory Council (RAC). If the RAC Representative is unable to attend a RAC Meeting, the Chairman shall appoint a temporary representative.

ARTICLE X: Limitations and Restrictions_______

1. These By-laws and any amendments hereto made pursuant to Section XI hereof are subject to the approval of the Region and Section Activities Committee (RSAC) of the American Institute of Aeronautics and Astronautics, Inc. Further, in accordance with AIAA By-laws, Section IV, paragraphs 4.2 and 4.2.2, the section members and section by-laws are governed by the AIAA Certificate of Incorporation, the Constitution and the By-laws of the Institute, as well as by any rules or regulations established by the AIAA Board of Directors.

2. The Secretary will always keep a copy of these By-laws on file and will provide copies to the Chairman at the beginning of the fiscal year and to any other Section Member on request.

ARTICLE XI: Amendments___________________

Amendments to these By-laws may be made by a majority affirmative vote of those members voting, the vote to be by letter ballot. An amendment may be proposed by the Council or by petition to the Secretary with the approval of at least five- percent of the membership. A proposed amendment shall be mailed to all members of the Section within twenty-five days. The Secretary and two tellers, appointed by the Council, shall validate the ballots, count the valid ballots and certify the results to the Council. When the approval of the Board of Directors of the American Institute of Aeronautics and Astronautics, Inc. is received, the membership will be notified and the amendment is considered approved as of that date. No amendment, which is inconsistent with the Constitution or By-laws, shall be submitted to vote.

ARTICLE XII: Suspension of Officer's Council Members_

1. In addition to the AIAA Board of Directors right to suspend the authority of any member to act as an Officer or Council member of an AIAA Section, the Council may suspend for cause the authority of any member to act as an Officer or as a Council member at a Special Meeting called for that purpose only. Such Special Meeting may be called by the Section Chairman on his own initiative and also shall be called by the Chairman or Vice-Chairman upon receipt of a written request signed by at least 40% of the Section Council members, which meeting shall be called by the Chairman within thirty days of receiving the written request from the Council members.

2. Notice of any Special Meeting called pursuant to this Article shall be sent to the Subject Officer or Council Member (hereinafter "Subject") in writing no later than 15 days prior to the date of the Special Meeting. Such written notice shall include a list of the charges made against the Subject, shall set forth the time and place of the meeting and shall be sent to the Subject by enclosing the notice in an envelope and mailing said notice by first class mail, postage paid, to the last known address of the Subject.

3. If the Special Meeting is called in response to a written request by 40% of the Council members, the authority of the Subject shall automatically be suspended preliminary pending the Special Meeting of the Council. If the Section Chairman calls a Special Meeting on his own initiative, written agreement of at least 40% of the entire Council will be required in order to impose such a preliminary suspension. Any preliminary suspension imposed pursuant to this paragraph shall terminate at the conclusion of the aforementioned Special Meeting of the Council or thirty (30) days after the date on which the preliminary suspension was imposed, whichever occurs first.

4. The Subject shall be provided an opportunity to present his or her position during the Special Meeting and prior to a vote on the suspension of the Subject. The Officer presiding over the meeting may, at his discretion, limit the time provided for the presentation on behalf of the Subject but shall in all cases provide at least 30 minutes. An equal amount of time shall be provided to those making a presentation in favor of suspending the Subject.

5. At least two-thirds of the entire Section Council must be present at the Special Meeting and must vote in favor of suspension in order to suspend the authority of the Subject.

6. If the Council fails to vote to suspend the authority of the Subject within thirty (30) days of the initiation of the procedure described herein, such procedure shall terminate Such terminated suspension procedure shall not be initiated anew less than six months from the date of the initiation of the prior procedure except upon an affirmative vote of 60% of the entire Council. If, at a Special Meeting of the Council held within the thirty (30) day period referred to in Paragraph One of this Article, there are sufficient votes cast to suspend the authority of the Subject, suspension for a period not longer than the Subject’s remaining term as Officer or Council Member shall immediately take effect subject to Paragraph Seven of this Article.

7. When, at the Special Meeting, sufficient votes have been cast in favor of suspension, the Subject may request, in writing, an opportunity to appeal the decision of the Council to the AIAA Board of Directors. The Board of Directors shall, upon receiving such written request, provide the appellant an opportunity to present, in writing, his reasons for believing that the decision of the Council was unjustified or improper. The Board of Directors may further request, from the Council, a written explanation of the bases for the Subject’s suspension. In addition, the Board of Directors may request that the Appellant and/or the Council provide additional information, including an oral explanation of its written remarks. Any suspension imposed by vote of the Council at the Special Meeting shall continue pending a decision by the Board of Directors. The aforementioned petition to the Board of Directors shall be the only appeal available, and all decisions of the Board to affirm, modify, or reverse the decision of the Council shall be final and binding upon the parties.

Approved but not dated by except on cover page by:
M. D. Rosenberg - May 92.

Prepared by and signed by: Anthony W. LoRusso -
Vice Chair FY92

Reviewed by and signed by: M. David Rosenberg -
RAC Representative

Section Approval and signed by: Ed Painter Chair FY92

Blank "unsigned" signature line for: David K. McGrath - Past Chair FY86, FY87

Blank "unsigned" signature line for AIAA Region and Section Activities Committee

Addendum Submitted by Tim Dominick Section Chair August 2007

Underlined text in Articles VI and VII approved April 2009 by council.