Approved October 13, 2000
Effective January 1, 2001
Amended July 14, 2005 (Art. 5, Sec. 1, b)
Amended October 26, 2007 (Art. 3, Sec. 2, Sec.4)
Amended June 30, 2010 (Art. 2, Sec.2; Art. 6)
ARTICLE 1 - Objectives
Consistent with its Articles of Incorporation and in support of its mission, CAETS will:
(a) Provide an independent nonpolitical and non-governmental international organization of engineering and technological sciences academies, prepared to advise governments and international organizations on technical and policy issues related to its areas of expertise;
(b) Contribute to the strengthening of engineering and technological activities in order to promote sustainable economic growth and social welfare throughout the world;
(c) Foster a balanced understanding of the applications of engineering and technology by the public;
(d) Provide an international forum for discussion and communication of engineering and technological issues of common concern;
(e) Foster cooperative international engineering and technological efforts through meaningful contacts for development of programs of bilateral and multilateral interest;
(f) Encourage improvement of engineering education and practice internationally;
(g) Foster establishment of additional engineering academies in countries where none exist; and
(h) Undertake other projects, programs, and activities not inconsistent with section 501 (c)(3) of the Internal Revenue Code and any applicable law of the District of Columbia.
ARTICLE 2 - Council Membership
Section 1 Composition
The members of CAETS shall be academies of engineering and technological sciences. Each academy shall appoint a representative to speak and vote on its behalf. The body of the academy representatives shall be known as the Council. The CAETS officers shall be members of the Council without the right of vote, unless also the representative of an academy.
Section 2 Functions
Subject to the provisions of the Articles of Incorporation of CAETS and other provisions of these bylaws, the Council shall:
a. Establish the policies of CAETS;
b. Approve procedures for and the election of academies to membership in CAETS;
c. Establish the initial contribution of new academy members and the annual dues of members;
d. Accept the representative of each member academy to the Council and elect the members of the Board of Directors; and
c. Approve the general concept and outline of CAETS convocations, symposia, projects, and endorsed activities.
Section 3 Criteria for Membership
A member of CAETS shall:
a. Be representative of the engineering and technological community of that country;
b. Subscribe to the nonpolitical, non-governmental international character of the Council;
c. Have a peer elected membership with criteria for election based on significant personal contributions to engineering, technological sciences, or related activities;
d. Be governed by its elected membership;
e. Be engaged in significant activities demonstrating that its objectives are compatible with the objectives of the CAETS; and
f. Have sufficient financial support to pay the costs of CAETS membership and the costs of participation in CAETS activities.
Section 4 Procedures for Admission of New Members
a. Applications for admission will normally be accepted for consideration no earlier than five years after the official date of establishment of the applicant.
b. The election of a new member academy shall take place only during a regularly scheduled meeting of the Council when the Secretary/Treasurer receives completed application documents 90 days in advance of such meeting.
c. Admission of a new member academy shall require the affirmative votes of at least all but one of the members' representatives present and voting.
d. Applicants elected by the Council, on complying with Council-approved entry requirements, shall be admitted to CAETS effective at the conclusion of the Council meeting at which elected.
Section 5 Meetings
Annual meetings of the Council shall be held at a place and date approved by the Council. With 90 days notice, special meetings of the Council may be called by the President or at the request of four or more members. Each member is entitled to one vote on each matter submitted to a vote at any meeting, but no member with dues in arrears for a period of six months shall be entitled to vote. Fifty percent of the current CAETS membership, with accepted representation present, shall constitute a quorum.
Section 6 Resignation and Removal of Members
a. A member may resign effective at the end of a fiscal year, provided it gives written notice to the Secretary/Treasurer prior to the beginning of that fiscal year.
b. The removal of a member, for cause including extended non-payment of dues, shall take place only during a regularly scheduled meeting of the Council and shall require the affirmative votes of at least all but one of the members' representatives present and voting.
ARTICLE 3 - Board of Directors
Section 1 Functions
Subject to the provisions of the Articles of Incorporation and these bylaws, the Board of Directors shall be responsible for executing the policies and actions approved by the Council. The Board shall have paramount authority with respect to the funds of CAETS, and the power to adopt the annual budget of the Council. The Board of Directors shall meet at least annually, in conjunction with meetings of the Council; and, with 90 days notice, at the call of the President or two other members of the Board through the Secretary/Treasurer.
Section 2 Composition
The Board of Directors shall consist of the four officers and eight additional members.
Section 3 Officers
Officers may be, but are not required to be, representatives of the member academies. Election of officers shall be by majority vote by the Council of member representatives.
a. The President shall be nominated by the member academy in position to make such nomination, based on date of membership in CAETS and as further described below in Article 3 Section 5. The President shall be the chief elected officer of the corporation and preside at meetings of the Council and of the Board of Directors.
b. The President-elect shall be nominated by the member academy next in line to appoint the president. The President-elect, in the absence of the President, shall preside at meetings of the Council and of the Board.
c. The Secretary/Treasurer shall be nominated by the member academy selected by the Council to host the CAETS Office. The Secretary/Treasurer shall provide the administration and other support necessary for assuring the continuity and effectiveness of Council and Board policies and programs.
d. The Past-President shall be that person who has immediately preceded the current incumbent as president. If that person is unable for any reason to participate fully as a member of the Board of Directors, the position shall be vacant until the end of that term.
Section 4 Terms
The terms of office for the officers of the Board, with the exception of the Secretary/Treasurer, shall be one year beginning January 1. The terms of office for the additional members of the Board shall be two years beginning January 1. The Council shall set the term of the Secretary/Treasurer.
Section 5 Selection
a. The selection of the member academy that nominates the President shall be based on a Council-approved rotation schedule of all member academies based on date of membership in CAETS. The Board of Directors may approve temporary exchanges of position on that schedule, for a specific purpose only, between two member academies based on their joint agreement and request for Board approval.
b. The positions on this rotation schedule of the member academies nominating additional members of the Board, relative to the position of the member academy nominating the president, shall be determined by the Council.
c. Except for the position of Past-President, if the incumbent is unable to complete the term for whatever reason, the incumbent's academy will propose a successor nominee for approval by the Council to complete the term.
Section 6 Meetings
The Board of Directors may conduct business in any way permitted by the laws of the District of Columbia, including but not limited to 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. The Board of Directors may conduct any of its affairs by mail vote, provided that all members of the Board 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 Board in the same wording. Unless otherwise required by these Bylaws, the Articles of Incorporation, or by law, an affirmative vote of a majority of all of the members of the Board of Directors shall be necessary for action by mail vote. A quorum for the conduct of business of the Board of Directors shall consist of a majority of the number of its members.
Section 7 Removal/Vacancies
a. Directors may be removed, with or without cause, by a two-thirds vote of the entire Council at a regular meeting of the Council.
b. An officer may be removed, for cause, by a two-thirds vote of the entire Council at a regular meeting of the Council. Any vacancies created shall be filled by the member academy that nominated the removed officer.
ARTICLE 4 - Executive Committee
The Executive Committee shall consist of the President, President-elect, and the Secretary/Treasurer. The Executive Committee shall conduct routine business between meetings of the Board and act in emergencies. All actions of the Executive Committee shall be taken consistent with resolutions and policies of the Board. The Executive Committee shall not have authority as to the following matters:
a. The submission to the Council any action requiring Council approval;
b. The filling of vacancies in the Board of Directors or in any committee;
c. The amendment or repeal of the bylaws or the adoption of new bylaws; and
d. The amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amenable or repealable.
In addition to the Executive Committee, there shall be such standing committees as shall be authorized from time to time by the Board of Directors.
ARTICLE 5 - Expenses
Section 1 Member Expenses
a. Each member academy shall be responsible for the expenses of its delegation to a CAETS meeting, for the expenses of its member serving as an officer or member of the Board (with the exception of the position of Secretary/Treasurer, which shall be the responsibility of CAETS), and for bearing the costs of CAETS meetings it hosts.
b. However, in exceptional circumstances when no other source of funding is readily available, and when requested in advance, within specifically budgeted funds, and with prior approval of the Executive Committee, travel expenses may be paid from CAETS funds for individuals pursuing objectives of the current CAETS Strategy.
Section 2 CAETS Expenses
Other expenses of the Council shall be included in the annual budget of CAETS prepared by the Secretary/Treasurer and approved by the Board of Directors.
ARTICLE 6 - Language
The language of CAETS Convocations, Symposia, Council, Board of Directors, and all other meetings and activities shall be English.
ARTICLE 7 - Fiscal Year
The fiscal year of CAETS shall be from January 1 of each year through December 31.
ARTICLE 8 - 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, director, employee, or agent of the corporation 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 reasonable incurred or suffered by the person in connection therewith), so long as such person acted in good faith and in a manner he or she reasonably believed to be within the scope of his or her authority and for a purpose that that person reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Such right of indemnification shall not be exclusive of any other right which such officers, directors, employees, or agents 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 9 - Amendments
Section 1 Proposed Amendments
Amendments to these Articles may be proposed by a member academy at any time and will be considered at the next regularly scheduled meeting of the Council. Proposed amendments shall be provided to all member academies through the Secretary/Treasurer at least 90 calendar days before the Council meeting at which they are to be considered.
Section 2 Approval of Amendment
Approval of an amendment at a meeting of the Council shall require the affirmative votes of at least two-thirds of the member representatives present and voting.
ARTICLE 10 - Parliamentary Procedures
The provisions of Robert's Rules of Order shall govern the transactions of business at meetings in all cases to which they apply and to the extent they are not inconsistent with these bylaws or procedures established by the Council.