Asian American Academy of Science and Engineering

By-Laws

ARTICLE 1-NAME AND PURPOSES

SECTION 1: ORGANIZATION

The name shall be Asian American Academy of Science and Engineering Inc. (“AAASE”).
AAASE is a non-profit organization of Asian American scientists and engineers in the United States.
AAASE may have offices at such places, both within and without the State of Delaware, as the board of directors of AAASE (the “Board”, or the “Board of Directors”) from time to time shall determine or the business of AAASE may require.
There shall be kept at the principal business office of AAASE correct books of account of the activities and transactions of AAASE including a minute book which shall contain a copy of the Certificate of Incorporation and all amendments thereto, these Bylaws and all amendments to them currently in effect, minutes of all meetings of its Board, a record of all actions taken by the Directors without a meeting, and a record of all actions taken by committees of the Board, a list of the names and business or home addresses of the current Directors and officers, the most recent annual report delivered to the Delaware Secretary of State and any state where AAASE is doing business, and appropriate financial statements of all income and expenses. AAASE shall maintain appropriate accounting records.

SECTION 2: MISSION and PURPOSES

The mission of AAASE is to advance the leadership and excellence of science and technology of the United States and to advocate for the voices and rights of Asian Americans.
The purposes of AAASE shall be those set forth in the Certificate of Incorporation, as may be amended from time to time.

ARTICLE 2-MEMBERSHIP, BOARD, EXECUTIVE COMMITTEE

SECTION 1: MEMBERSHIP

Member: All individuals who share our mission are welcome to join AAASE.
Honorary member: Honorary membership is bestowed to distinguished members who have made significant contributions to the advancement of AAASE’s mission and/or have exercised extraordinary leadership and service to AAASE.
Lifetime Member: Lifetime membership is awarded to the members who have been lifetime advocates of the AAASE community.
Fellow: AAASE Fellows are elected by a fellow selection committee and approved by the president and Board in recognition of their distinguished and seminal achievements in original research and technology innovation in science and engineering. The number of AAASE Fellows shall be no more than 100.
Membership fee: There is no membership fee for regular members. There is a fee for lifetime members. Lifetime members will have a registration fee discount for attending AAASE Summit (The specific fee amount and discount shall be determined and adjusted by the Board of Directors from time to time).

SECTION 2: BOARD OF DIRECTORS

Roles of the Board of Directors: The management of all the affairs, property, and interests of AAASE shall be oversighted by and vested in the Board of Directors (the “Board”). The Board of Directors may, by general resolution, delegate to Officers and to committees, such powers as provided for in these Bylaws. The Directors and Officers may be protected by appropriate insurance for liability.
Board of Director Categories: The Directors shall consist of two categories: Regular Directors (which shall include Executive Committee Members) and Honorary Directors.
Number of Directors: The number of Directors shall be established by the Board from time to time. The number of Regular Directors shall not be fewer than twelve (12) or more than twenty-four (24).
Terms of Directors: Regular Directors shall be chosen for a full term of four years. Except for any Regular Director who concurrently serves the President Elect or the Treasurer, no Regular Director who has served two full terms shall be eligible for re-election to the Board. The second term of the inaugural Directors will be staggered in such a way that there will be about one-fourth Directors’ positions open for election biennially. Each Director shall hold office until a successor is duly elected and qualified or until the Director’s earlier death, resignation, disqualification, or removal.
The Board shall meet at least twice a year in person or online, with one meeting at the annual AAASE Summit, if organized. The newly elected Directors shall be invited to the first Board meeting after election.
Past Presidents shall become eligible for election as Honorary Board of Directors upon expiration of their terms as Directors.
Honorary Directors shall be non-voting members of the Board of Directors.

SECTION 3: OFFICERS AND EXECUTIVE COMMITTEE

A five-member Executive Committee shall operate AAASE’s day-to-day business, which consists of a President, a Vice President (President Elect), a Secretary, a Treasurer, and an Executive Officer.
The President shall represent AAASE in organization affairs. The President, in consultation with the Executive Committee members and the Board of Directors, shall have the authority to set up committees, appoint committee chairs and committee members, and assign tasks to committees. The Chair of the Board shall concurrently serve as the President.
The President Elect will organize the annual AAASE Summit and shall become the President when the term of the current President expires. In the event that the President cannot finish his/her term, the President Elect shall take over the duties of the President for the remaining term and serve as the President in the following term.
The Treasurer will maintain AAASE’s financial account according to rules established by the Executive Committee and will submit a financial report annually to the Board and members.
The Secretary will maintain the list of membership, Officers, Directors, Awardees, and Fellows, and record memos of Board and members’ meetings. The Secretary shall have charge of and authenticate the corporate records and the seal of AAASE and shall perform such other duties and possess such other powers as are incident to the office of Secretary or as are assigned by the President or by the Board of Directors.
The Executive Officer will work with the President and the Executive Committee to plan and organize AAASE webinars, the summer academy, the mentoring program, and the internship program.
The Executive Committee shall have the authority to set AAASE’s agenda and report to the President and the Board of Directors.
The Board of Directors can overrule the President by a two third majority.
Officers and Executive Committee members must be elected by the Board members and are volunteers without pay. Any two or more offices may be held by the same person. The Board of Directors may decide not to fill all offices and they may elect such other officers as it shall deem necessary and proper, such officers to be vested with such authority and to be obligated to perform such duties as shall be prescribed by the Board of Directors.
The terms for the President, the President Elect, the Secretary, the Treasurer, and the Executive Officer are two years. Except the President and the Vice President, other Officers can be re-elected by the votes of the Board for another term.

SECTION 4: REMOVAL AND RESIGNATION

Any Officer or Director may be removed from the Executive Committee or Board of Directors, as the case may be, with or without cause, by the affirmative vote of three quarters of the Board members at a meeting of the Directors called expressly for that purpose. Any vacancy created by such removal shall be filled for the unexpired term in respect of such vacancy by majority vote of the Directors present at such special meeting or, in the absence of such action at such special meeting, by resolution of the Board.
Any Officer or Director may resign at any time by notifying the President or Secretary. Any such resignation shall be in writing and shall take effect upon delivery or, if later, at the time specified in the notice. The acceptance of such resignation shall not be necessary to make it effective. The remaining Directors shall choose a successor or successors who shall hold office for the unexpired term in respect of which such vacancy occurred or until the next election of Directors. If the office of any officers becomes vacant for any reason, the vacancy may be filled by the Board.

SECTION 5: ADVISORY BOARD

Roles of the Advisory Board: Provide advice and recommendations of AAASE execution and program improvement to the Executive Committee and the Board. Helps in nomination and selection of AAASE Fellows, plenary speakers, and webinar speakers. Advisory Board members are nominated and elected by the majority votes of the Board of Directors.

ARTICLE 3-ELECTION

SECTION 1: ELECTION OF BOARD OF DIRECTORS

There are 14 initial Directors, who shall be appointed by the incorporator of AAASE for a four-year term. Within the first two years, up to 6 additional new board members will be elected by the majority votes of the Board. Subsequently, about one-fourth of the number of Regular Directors shall be elected biennially by the votes of members using a voting procedure approved by the Board of Directors.
The election of new Board of Directors shall take place biennially at least one month before the general members’ meeting at the AAASE Summit or by online anonymously if the summit is cancelled.
The election shall be announced to the members at least two months prior to the election date and will be monitored by a three-person Election Committee, composed of a chair by the President and two other AAASE Board of Directors nominated by the President and approved by the Board. The Election Committee members shall not be on the ballot and shall not have conflicts of interest. Each AAASE member shall cast only one vote for each available Board of Directors’ seat on the ballot.
At each election of the Board of Directors, a nomination committee, which comprises five Directors will be nominated by the President, and approved by the Board, will be formed. No nomination committee members shall be on the ballot. The nomination committee shall verify the eligibility and availability of the nominees, make detailed rules for the election according to the By-Laws, and recommend the candidates on the ballot to the Board of Directors for approval.
The number of Directors’ candidates on the ballet should be no more than twice of the available seats for election.
Except for the inaugural Board of Directors, any good standing AAASE member, who has consecutive two-year membership, is eligible to either self-nominated or be nominated by another AAASE member. Nominations for a Board of Directors shall be made to the Nomination Committee with a written record by a letter or an email.
The candidate who receives the most votes from the members shall be elected.

SECTION 2: ELECTION OF OFFICERS

The Officers will be elected by the Board of Directors at the end of their terms. The candidate who receives the most votes for an Officer position shall be elected. In case of a tie between the leading candidates, the President shall cast the tie-breaker vote.
Votes or absentee votes from the Board of Directors must be received before the deadline in order to be valid.

ARTICLE 4-MEETINGS, WEBINARS, AND SUMMER ACADEMY

SECTION 1: MEETINGS

The Board shall meet at least twice annually. One meeting shall be during the annual AAASE Summit, if held. The meetings will be called by the Chair of the Board of Directors. Virtual meetings are allowed, either by voice or video conferencing, as permitted by law, provided that all persons can communicate with one another, and all persons are otherwise able to fully participate in the meeting. Votes of the members of the Board of Directors received in such manner shall have the same force and effect as votes at a meeting at which the members of the Board of Directors are physically congregated.
AAASE shall hold one AAASE summit of its members each year either in person or online if the condition allows. Other General Members’ Meetings may be scheduled by the Executive Committee.
Whenever, under the provisions of law, the Certificate of Incorporation, or these Bylaws, notice is required to be given to any Director, such notice may be given orally or in writing. Notice may be communicated in person; by any form of wire or wireless communication such as telephone, telegraph, or teletype; by mail or private carrier; by electronic mail; or if the preceding forms of personal notice are impracticable, by a newspaper of general circulation in the area where published; or other form of public broadcast communication such as radio, or television. A Director’s attendance at or participation in a meeting waives any required notice of the meeting unless the Director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the law, the Certificate of Incorporation or these Bylaws, objects to lack of notice and does not vote for or assent to the objected to action. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in any notice or waiver of notice of such meeting. Whenever any notice is required to be given, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, and filed with the minutes or corporate records, shall be deemed equivalent thereto.
The act of a majority of the Directors presenting at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided by law or by these Bylaws.
Action required or permitted by law to be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes filed with the corporate records reflecting the action taken. Such action shall be effective when the last Director signs the consent, unless the consent specifies a different effective date.

SECTION 2: WEBINAR

AAASE shall hold more than six public online Webinars per year if condition allows.

SECTION 3: SUMMER ACADEMY

AAASE shall organize one summer academy either in person or online each year if condition allows.

SECTION 4: QUORUM

A presence of a majority of all the Regular Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board (or if there is only one Director, one Director shall constitute a quorum). If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

ARTICLE 5-AMENDMENT OF BY-LAW

SECTION 1: AMENDMENT OF BY-LAW

The AAASE By-Laws will be reviewed periodically (every 2 years) by the Executive Committee and the Board. Amendments to the AAASE By-Laws can be introduced by the Executive Committee or submitted by members of AAASE to the Executive Committee for consideration.
Approval of update(s) and/or modification(s) to the AAASE By-Laws will be discussed and approved by a two-thirds majority of the Board of Directors in person, online voting, or by email in a quorum defined above.

ARTICLE 6-CONFLICT OF INTEREST

SECTION 1: CONFLICTS OF INTEREST

Ethical practices: The Board of Directors and Executive Officers are individually responsible for their adherence to high ethical standards, including avoidance of conflicts of interest.
Material conflicts: No Responsible Party shall derive any personal profit or gain, directly or indirectly, by using his or her participation or position with AAASE as a representative.
Any Responsible Party, who is an officer, representative, or staff member of an organization that benefits directly or indirectly from a relationship with AAASE shall identify his or her affiliations with said organization. Further, in connection with decisions specifically directed to that organization, the individual shall not participate in the decision affecting that organization.
Responsible Parties shall refrain from obtaining any information of members of AAASE for personal or private solicitation purposes at any time during the term of their affiliation.

ARTICLE 7-DISSOLUTION

SECTION 1: DISSOLUTION

1. The decision of dissolving this organization shall be voted by a two-thirds majority of the Board of Directors in a quorum defined in these By-Laws. In the event of dissolution or if the organization elects to become a non-recognized organization, no part of the profits, income or assets of this organization shall ever be paid to, or for the benefits of any Officers or Directors of the Board.

ARTICLE 8-GENERAL PROVISIONS

SECTION 1: seal

The seal of AAASE shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.

SECTION 2: fiscal year

The fiscal year of AAASE shall begin on January 1 and end on December 31 of each year, unless as otherwise provided by the Board.

SECTION 3: Grants; Contracts

The Board of Directors may authorize any officer or officers, agent or agents, to make, enter into, execute and deliver any grant, contract or other instrument in the name of and on behalf of AAASE, and such authority may be general or confined to specific instances. Unless authorized so to do by these Bylaws or the Board of Directors, no officer, agent or employee shall have any power or authority to bind AAASE by any grant, contract or engagement, or to pledge its credit or to render it liable pecuniary for any purpose or in any amount.

SECTION 4: Checks, Notes, Drafts, Etc.

All checks, notes, drafts or other evidences of indebtedness issued in the name of AAASE shall be signed or endorsed by such one or more officers, agents or employees of AAASE as shall from time to time be determined by resolution of the Board of Directors, or, if appointed, the Executive Committee or the Finance Committee. Each of such officers or employees shall give such bond as the Board of Directors or such committees may require.

SECTION 5: Deposits

All funds of AAASE not otherwise employed shall be deposited from time to time to the credit of AAASE in such banks, trust companies, mutual funds, or other depositories as the Board of Directors, or, if appointed, the Executive Committee or the Finance Committee, may from time to time designate, or as may be designated by any officer, agent or employee of AAASE to whom such power may be delegated by the Board of Directors or by either of such committees, and for the purpose of any such deposit, all checks, drafts, and other orders for the payment of money which are payable to the order of AAASE may be endorsed, assigned and delivered by any officer of AAASE authorized by, or in such other manner as may from time to time determined by resolution of, the Board of Directors or either of such committees.

SECTION 6: indemnification

To the fullest extent permitted by law, AAASE shall indemnify any current or former director, officer or employee against any and all expenses and liabilities actually and necessarily incurred by him or her or imposed by a third party in connection with any claim, action, suit, or proceeding by a third party (whether actual or threatened, civil, administrative, or investigative, including appeals) to which he or she may be or is made a party by reason of being or having been AAASE Director, Officer or employee, so long as the indemnified individual’s actions or inactions were or were reasonably believed to be within the scope of his or her authority; provided, however, that there shall be no indemnification in relation to matters as to any such expenses and liabilities which result from his or her gross negligence or willful misconduct determined by the Board of Directors.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, fees and expenses of counsel acceptable to AAASE; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such AAASE Director, Officer or employee. AAASE may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any AAASE director, officer, or employee; provided, however, that such current or former AAASE director, officer, or employee shall undertake to repay or to reimburse such expense if it should ultimately be determined that he or she is not entitled to indemnification hereunder.
The provisions of this Section 6 of Article 8 shall be applicable to claims, actions, suits, or proceedings whether made or commenced before or after the adoption of the resolution incorporating this Article 8 into the By-Laws of AAASE. The provisions of this article shall not apply to claims brought by AAASE.
AAASE may authorize the purchase of nonprofit organization Director and Officer Insurance to cover the potential costs of indemnification, and the purchase of nonprofit organization General Liability Insurance to protect AAASE and its Officers, Directors, employees and volunteers from any damage or loss incurred in their engagement in AAASE activities.

SECTION 7: Conflict with Applicable Law or Certificate of Incorporation

These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

CERTIFICATE OF SECRETARY OF

ASIAN AMERICAN ACADEMY OF SCIENCE AND ENGINEERING INC.

The undersigned, Peter X. Ma, hereby certifies that he is the duly elected and acting Secretary of Asian American Academy of Science and Engineering Inc., a Delaware nonstock and nonprofit corporation, and that the Bylaws attached hereto constitute the Bylaws of the said corporation as duly adopted by resolutions by Unanimous Written Consent of the Board of Directors in Lieu of First Meeting on November 12, 2021.

IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name this 12th day of November, 2021.

Signed by: ____________________

Name: Peter X. Ma

Secretary of Asian American Academy of Science and Engineering Inc.