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CIEE By-Laws

ARTICLE I - NAME
ARTICLE II - PURPOSE AND OBJECTIVES
ARTICLE III - RELATIONSHIP TO THE AMERICAN INSTITUTE OF CHEMICAL ENGINEERS (AICHE)
ARTICLE IV - MEMBERSHIP
ARTICLE V- ORGANIZATION
ARTICLE VI - AMENDMENTS TO THE BY-LAWS
ARTICLE VII - GENERAL PROVISIONS


ARTICLE I - NAME
SECTION 1.
The name of this organization shall be the Center for Innovation and Entrepreneuring Excellence of the American Institute of Chemical Engineers (AIChE) henceforth referred to as CIEE.


ARTICLE II – PURPOSE AND OBJECTIVES
SECTION 1. PURPOSE
To support professional development of chemical engineers and other scientists or engineers working with and in scientific, applied, and professional entrepreneurship, innovation and creativity.
SECTION 2. OBJECTIVES
In furtherance of this purpose, CIEE shall:
• Provide a membership home for chemical engineers working in innovation and entrepreneurship.
• Provide a forum for facilitating creative thinking, idea generation, innovation and entrepreneurial behaviors among members.
• Facilitate networking of entrepreneurs with others in the business and financial community.
• Provide training, education, workshops, conferences and mentorships to enhance skills needed to succeed as entrepreneurs and to encourage innovation.
• Develop projects, events and networking opportunities to connect investors with chemical engineering talent.


ARTICLE III - RELATIONSHIP TO THE AIChE
SECTION 1. ADMINISTRATION OF CIEE
CIEE is a technical entity of AIChE and will be administered by the staff of the AIChE.
SECTION 2. LIMITATIONS OF ACTIONS
CIEE 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. CIEE does not have the authority to incur any financial obligations in the name of AIChE. All activities of CIEE 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 CIEE and shall provide publicity through its publications, meetings, and other appropriate media. AIChE shall be assigned copyrights, and publication rights, to results of projects sponsored through the CIEE, 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 CIEE will be assigned to AIChE, except where excluded by law. In the event AIChE explicitly declines to accept or exercise such rights, CIEE may assign those rights to another organization.
CIEE will be funded from revenue from its activities. CIEE 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. CIEE OBLIGATIONS AND RIGHTS
AIChE staff assigned to CIEE 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 CIEE, with guidance from the CIEE Chair shall have the authority to negotiate and sign contracts, set prices, and carry out other financial functions for CIEE, in keeping with AIChE financial and contractual policies.
SECTION 5. CIEE DURATION AND RESIDUAL FUNDS
Establishment of CIEE 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 CIEE at least one year prior to the effective date of termination. AIChE's obligations hereunder are conditioned upon CIEE’s financial viability and may be terminated if aggregate annual sources of income are insufficient to meet administrative costs and expenses of CIEE. Sponsors of projects may direct their financial contributions to specific projects or programs within CIEE. If CIEE is terminated, 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.

ARTICLE IV – MEMBERSHIP
SECTION 1. GENERAL
Membership categories in CIEE shall be determined by the Managing Board or its designee and may include, but not be restricted to, members and student members. The Managing Board of CIEE shall set any dues or fees and privileges.
SECTION 2. MEMBERS
Any member of AIChE can join of CIEE for a fee set by the Managing Board each year. This fee is waived for any member of the AIChE Management Division and any AIChE member of the AIChE Chemical Engineering and the Law Forum.
Any interested party working with the chemical engineering profession in innovation, financial and entrepreneurship activities who is interested only in joining CIEE may do so for a fee set by the Managing Board.

ARTICLE V - ORGANIZATION
SECTION 1. GENERAL
Oversight for all CIEE activities will be provided by the CIEE Managing Board. Overall administration, management, and supervision of CIEE will be conducted by, and be the responsibility of, the Executive Director of AIChE. In addition, two AIChE Board of Directors members will be appointed to serve on the Managing Board of CIEE. Notice of the time and place of each meeting of each entity of CIEE shall be communicated to its members at least two weeks (but preferably more) before the meeting. The Chair of the CIEE 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 electronic means (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 CIEE Chair. 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 CIEE.
SECTION 2. BOARDS
Managing Board.  The managing body of CIEE shall be the Managing Board of CIEE. Its purpose is to provide managing guidance and assure fiduciary control for CIEE. The Managing Board directs CIEE staff (i.e. CIEE Executive Director, assigned by the AIChE Executive Director) on issues and activities important to CIEE and its constituents and develops and recommends annual budgets for approval by the AIChE Board of Directors. The Managing Board will consist of between 5 and 10 members. The Managing Board will be chaired by a Chair, appointed by the Executive Director of AIChE and approved by the AIChE Board of Directors. Standing members will include: CIEE Executive Director (staff), two members of the AIChE Board of Directors, the Chair of Management Division or his/her designee, and the Chair of the Chemical Engineering and the Law Forum or his/her designee. The Management Division designee and Chemical Engineering and the Law Forum designees will serve for up to a term of 4 years. The Chair of the Managing Board and additional members will be appointed at the discretion of the Executive Director of AIChE. These CIEE Managing Board members shall serve for a term of 4 years and may be appointed for a second 4 year term. The maximum number of terms is 2. 
The Managing Board of CIEE will provide the opportunity for entities involved in entrepreneurship to leverage their activities and provide guidance for CIEE. The Managing Board will 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 held in conjunction with the AIChE Annual Meeting or the AIChE Spring Meeting. Meetings may occur via telephone conference or other electronic means. 

Advisory Boards.  The CIEE may appoint Advisory Boards to provide guidance on projects and programs of the CIEE. These boards will meet at least once per year, or more, as required by the Managing Board.  The purpose of the Advisory Boards are to advise on strategic plans or pending projects, which are currently being planned or managed by the Managing Board.  Each Advisory Board will consist of ten members maximum.  Members of the Advisory Boards are past members of the Managing Board or those deemed having necessary expertise to advise the Managing Board. 
SECTION 4. CHAIR OF CIEE
The CIEE Chair shall have broad recognition among AIChE, academia, and industry in innovation and entrepreneurship and will be instrumental in providing guidance to CIEE. The CIEE Chair shall be appointed by the AIChE Executive Director and approved by the AIChE Board of Directors .  The CIEE Chair shall serve up to 4 years and may be reappointed for one additional term.

ARTICLE VI - AMENDMENTS TO THE BYLAWS
SECTION 1.  PROCEDURE FOR AMENDMENTS
Proposals for amendments to the CIEE Bylaws from AIChE Board of Directors, the Managing Board, Advisory Boards, other committees, or staff shall be made in writing or by electronic means, along with the appropriate rationale, and sent to the Executive Director of CIEE and Chair of CIEE. No later than three months after receipt, the Executive Director of CIEE or designee shall submit the proposed amendments to the Managing Board of CIEE together with appropriate recommendations. After review and comment, the CIEE 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 CIEE Managing Board members. The decision of the CIEE Managing Board shall be communicated to the AIChE Board of Directors for final review and approval.


ARTICLE VII - 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.