By-Laws Of The Institute For Sustainability Of The American Institute Of Chemical Engineers

June 2010

ARTICLE I - NAME

SECTION 1. 

The name of this organization shall be the Institute for Sustainability of the American Institute of Chemical Engineers (AIChE), also referred to as IfS. 

ARTICLE II - PURPOSE AND OBJECTIVES

SECTION 1. PURPOSE

The purpose of IfS is to serve the needs of and influence the efforts of professionals, academes, industries, and governmental bodies that contribute to the advancement of sustainability and sustainable development.  IfS approaches sustainability from the perspectives of engineering and scientific disciplines with the objective of promoting the societal, economic, and environmental benefits of sustainable and green engineering.

SECTION 2. OBJECTIVES

In furtherance of this purpose, IfS:

  1. Will provide the multidisciplinary scientific and technical rigor needed in sustainability discussions.
  2. Will reach out to the academic community to encourage the incorporation of sustainability concepts in engineering education.
  3. Will work with industry and universities to advance Research & Development (R&D) related to sustainability.
  4. Will develop education programs suitable for industry and graduate and undergraduate education, and public outreach programs that explain the role of engineering and science in creating a more sustainable future.
  5. Will facilitate the development by industry partners of measurement tools, framework(s) for guiding design of more sustainable (green) products and processes, and the identification and prioritization of R&D and technology needs in the area of sustainability. 
  6. Will create specialized products, tools, and services administered by AIChE and/or other organizations.

SECTION 3. INTERDISCIPLINARY NATURE

IfS participants recognize that the practice and implementation of the technological developments in sustainability are happening at the boundaries where disciplines converge.  Therefore, a key to progress in these areas is enabling cooperation and participation of engineers and scientists, plus their organizations, in furthering the development of decision tools and sharing of technical knowledge.

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ARTICLE III - RELATIONSHIP TO THE AMERICAN INSTITUTE OF CHEMICAL ENGINEERS (AIChE)

SECTION 1. ADMINISTRATION OF IfS

IfS is a technical entity of AIChE and will be administered by the staff of the American Institute of Chemical Engineers (AIChE).

SECTION 2. LIMITATIONS OF ACTIONS

IfS does not have the authority to act for, or in the name of, the American Institute of Chemical Engineers or any sponsor or participant, except with the explicit authorization of the Board of Directors of AIChE, or said Sponsor or participant. IfS does not have the authority to incur any financial obligations in the name of AIChE. All activities of IfS shall be within the limitations imposed by Section 204 of the New York Not-for-Profit Corporation Law and any other laws and regulations applicable to not-for-profit corporations.

SECTION 3. AIChE OBLIGATIONS AND RIGHTS

AIChE shall lend its name to IfS and shall provide publicity through its publications, Annual and National Meetings, and other appropriate media. AIChE shall be assigned copyrights, and publication rights, to results of projects sponsored through the IfS, subject to specified time restrictions on release, except where excluded by law or such rights are explicitly waived by the Executive Director of AIChE. Any inventions and/or patents arising out of and issued with respect to programs sponsored by IfS will be assigned to AIChE, except where excluded by law.  In the event AIChE declines to accept or exercise such rights, IfS may assign those rights to another organization.

IfS will be funded from revenue from its activities. IfS is expected to generate sufficient cash to build a reserve. Reserves from these activities will be held by AIChE. These reserves may be used, at the discretion of the AIChE Board of Directors, for funding of research and development and other projects within the Institute or in other entities that carry out related activities. 

SECTION 4. IfS OBLIGATIONS AND RIGHTS

AIChE staff assigned to IfS work shall be responsible for such things as mailings, administration of funds, preparation and execution of contracts, arrangements of meetings, and printing and distribution of technical books, reports, and materials. Staff support for IfS, with guidance from the IfS Chair (if any), shall have the authority to negotiate and sign contracts, set prices, and carry out other financial functions for IfS, in keeping with AIChE financial and contractual policies.

SECTION 5. IfS DURATION AND RESIDUAL FUNDS

Establishment of IfS has been approved by AIChE's Board of Directors. Termination will be preceded by notification from AIChE's Board of Directors to the Managing Board of IfS and its sponsors at least one year prior to the effective date of termination. AIChE's obligations hereunder are conditioned upon IfS's financial viability and may be terminated if aggregate annual contributions of the Sponsors, and other sources of income are insufficient to meet administrative costs and expenses of IfS. Sponsors may designate their financial contributions as 'restricted funds for a purpose' as defined by the Financial Accounting Standards Board. If IfS is terminated, unrestricted residual funds shall be transferred to AIChE for general work in the chemical engineering profession. If a funded project has started, reasonable efforts shall be undertaken by the project participants to complete the project and deliver useful results. If a designated project has not started, 'restricted' residual funds shall be returned to paying Sponsors.

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ARTICLE IV – MEMBERSHIP

SECTION 1. GENERAL

Membership categories in IfS shall be determined by the Managing Board or its designee, and may include, but not be restricted to, Members, Charter Members, and Affiliates. The Managing Board of IfS shall set any dues or fees and privileges.

SECTION 2. MEMBERS

  1. Any member of AIChE may elect to be a member of IfS. Election can be made on the annual dues bill.  Nonmembers can become members of the Sustainability Engineering Forum or become Affiliate Members through membership in an Organizational Sponsor (see Article IV, Section 2.C. below).
  2. Charter Members. Sustainability experts and those interested in the business development of sustainability may become charter members of IfS. Charter Membership includes lifetime membership in AIChE. Qualifications for election to AIChE membership are as defined in Article IV of AIChE Constitution as amended. Charter Members will, as a group, be entitled to have one representative on the IfS Managing Board.
  3. Affiliate Members: Individual members of an Organizational Sponsor may become an Affiliate Member of IfS through execution of an Organizational Sponsor Agreement. Fees and privileges of Affiliate Membership shall be defined in the Organizational Sponsor Agreement.

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ARTICLE V -­ SPONSORS

SECTION 1. GENERAL

IfS shall have two classes of sponsors:  Corporate and Organizational. The Managing Board of IfS shall establish sponsor fees, levels, and other parameters.

SECTION 2. CORPORATE SPONSORS

Any for-profit corporation, company, or partnership or any foundation having an interest in sustainability may become a Corporate Sponsor of IfS through payment of sponsorship fees to AIChE and through designation of representative(s) to committees and centers of interest. Participation rights begin immediately upon receipt of the payment by AIChE and extend through the end of the calendar year for which such payment is received.

SECTION 3. BENEFITS TO CORPORATE SPONSORS

In general, Corporate Sponsors are entitled, but not limited, to:

  1. Opportunities to set program and activity priorities through membership on the Advisory Board and Project Committees.
  2. Participation on the Center for Sustainable Technology Practices Advisory Board and industry Project Committees.
  3. Membership in IfS.
  4. Prominent recognition in IfS promotional media and at events.
  5. Recognition in an Annual Report.

SECTION 4. ORGANIZATIONAL SPONSORS

Organizations, within or exterior to AIChE, may petition to become Organizational Sponsors. For example, divisions or forums of AIChE may petition the Chemical Technologies Operating Council (CTOC) to be an Organizational Sponsor of IfS. Organizations outside of AIChE may petition the AIChE Board of Directors or its designee to become Organizational Sponsors. Such sponsorship will require approval of the AIChE Board of Directors after recommendation by one of the three AIChE operating councils that such an alliance will further promote the leveraging of activities of sustainability and must be consistent with AIChE’s Constitution and Bylaws. Organizational Sponsors may or may not be assessed dues based on the level of participation in programs and projects.

SECTION 5. BENEFITS TO ORGANIZATIONAL SPONSORS

Parameters of sponsorships and benefits shall be defined by programs as developed by AIChE staff.  Sponsors are entitled to:

  1. Opportunities to influence programs and activities in the Project Committees.
  2. Voting representation on the Managing Board
  3. Participation and guidance of the Annual Conclave
  4. Recognition in AIChE promotional media and at events.

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ARTICLE VI  - ORGANIZATION

SECTION 1.  GENERAL

Oversight for all IfS activities will be provided by the Managing Board and the Executive Committees of the entities under the IfS umbrella. Overall administration, management, and supervision of IfS will be conducted by and be the responsibility of the Executive Director of AIChE. In this way, the AIChE Board of Directors will provide general supervision of IfS.

Notice of the time and place of each meeting of each entity of IfS shall be communicated to its members at least two weeks (but preferably more) before the meeting. Unless otherwise specified in its own bylaws, the Chair of each committee or entity shall preside at the meetings of the respective entity. A quorum for transaction of business at any meeting shall consist of a simple majority of the listed members of that specific entity. This quorum requirement also applies to meetings conducted by means of telecommunications in which each participant hears directly all participants. For any vote taken by letter ballot (or equivalent procedure) the quorum requirements will be considered to have been met if a majority of the voting members return ballots. Preparation and distribution of Minutes of the meeting shall be the responsibility of the appropriate designee of the Chair of the entity or committee. Minutes of all meetings will be distributed to the attendees at the meeting, other members of that entity or committee, and members of the Managing Board of IfS.

SECTION 2. MANAGING BOARD

The managing body of IfS shall be the Managing Board of IfS. Its purpose is to provide managing guidance and assure fiduciary control for IfS. The Managing Board directs IfS staff on issues and activities important to IfS and its constituents and develops and recommends annual budgets for approval by the AIChE Board of Directors. The Managing Board will consist of between 8 to15 members. The Managing Board will be chaired by the Executive Director of AIChE. Standing members will include: Chief Financial Officer of AIChE, and two members of the Board of Director’s  as appointed by the President and Executive Director of AIChE.

Membership categories (see Article IV, Section 1) may have—and sponsors will have—representation on the Managing Board.  Corporate sponsors shall elect three representatives to the Managing Board.  One member each will be elected by the Sustainable Engineering Forum (SEF), Conclave of Individual Charter IfS members, and the Youth Council on Sustainability, and other organizational sponsors approved by the Board of Directors of AIChE. Others, as deemed appropriate to obtain a balanced representation of industry and academia, may be selected to serve. The Managing Board shall report to the AIChE Board of Directors through the Executive Director of the Institute. 

The Managing Board of IfS will provide the opportunity for entities involved in sustainability to leverage their activities, and to provide guidance for IfS, make decisions on long-term strategies, and approve project and annual budgets.

The Managing Board shall meet a minimum of twice a year, with at least one meeting to be held in conjunction with the AIChE Annual Meeting, and one at the IfS Annual Conclave. Conference calls shall also be used as a means of communications when deemed appropriate. Meetings may occur via telephone conference or other electronic means.

With the exception of the Executive Director and standing members, each member of the Managing Board shall serve a minimum term of two years with a maximum of four years. 

SECTION 3.  ENTITIES

Entities under the IfS umbrella may operate according to their own policies and procedures provided they are consistent with the bylaws and policies of AIChE.

The Sustainable Engineering Forum, incorporated under bylaws of AIChE, serves as the technical programming arm for the Institute for Sustainability.

The Center for Sustainable Technology Practices (CSTP) will serve as the corporate-led project development arm for IfS. A strategic advisory board, comprised of representatives of the corporate sponsors of IfS, will determine priorities for CSTP and will assist in raising funds for projects.   AIChE staff will develop business plans and research proposals to assist in funding development. Projects will be self-funded, including appropriate institutional overhead. Project descriptions, sources of funding, and a Profit & Loss statement for each project must be approved by the AIChE Executive Director and Chief Financial Officer prior to initiation of the project. CSTP will elect a chair, and vice-chair to serve two-year positions.             

The Chair, vice-chair, and immediate past chair, along with a designee of the Executive Director, shall serve as the Executive Committee.  The Executive Committee will call meetings of CSTP and appoint project members.  CSTP will elect up to three representatives to the Managing Board of IfS.

Youth Council for Sustainability will operate to engage youth in the United States to address sustainability issues.

SECTION 4. CHAIR OF IfS

At the discretion of the Executive Director, a Chair of IfS may be appointed. The IfS chair shall have broad recognition among AIChE, academia and industry in sustainability engineering. The Chair shall be appointed by and report to the Managing Board, and will be instrumental in providing guidance to IfS. The Chair will have voice but no vote on the Managing Board, unless otherwise elected to the Managing Board. 

SECTION 5. PROJECT COMMITTEES

Functional areas of IfS may focus on providing services and products for specific audiences, such as industry, individual members and/or the public at large. Project Committees will be formed to address such project development. The Center for Sustainable Technology Practices will serve as the Project Development arm for industry pre-competitive projects. 

The project specific committees shall consist of technical representatives from the project sponsoring organizations or corporate members. These representatives shall be nominated by the sponsoring organization and appointed by the Chair. A limited number of members from academia and appropriate government agencies may be appointed by the Chair. Project specific committees shall have a Managing Board member that is the liaison to each Project Specific Committee and report to the Managing Board.

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ARTICLE VII - AMENDMENTS TO THE BYLAWS

SECTION 1. PROCEDURE FOR AMENDMENTS

Proposals for amendments to the IfS Bylaws from AIChE Board of Directors, the Managing Board, Project Committees, or staff shall be made in writing or by electronic means, along with the appropriate rationale, and sent to the Executive Director and chair of the Chemical Technology Operating Council. No later than three months after receipt, the Executive Director or designee, shall submit the proposed amendments to the Managing Board together with appropriate recommendations. After review and comment, the Managing Board will vote on the proposed amendments at its following meeting. Adoption of any proposed amendment shall require a two-thirds affirmative vote of the Managing Board members, and a majority approval by the Chemical Technology Operating Council of AIChE.

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ARTICLE VIII - GENERAL PROVISIONS

SECTION 1. BYLAWS INTERPRETATION

The Managing Board is empowered to rule on any question concerning the interpretation of these Bylaws, subject to final jurisdiction of the AIChE Board of Directors.

SECTION 2. MATTERS NOT COVERED

In all respects and issues not specifically covered in these Bylaws, the general rules and procedures of AIChE shall apply with equal force as if such had been included in these Bylaws.

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