By-Laws

ARTICLE I – NAME, PURPOSE, AND OBJECTIVES

SECTION 1 – NAME

The name of the organization is The Climate Solutions Community of the AIChE. The community is also described as The AIChE Climate Solutions Community.

SECTION 2 – PURPOSE AND OBJECTIVES

The purposes of The Climate Solutions Community follow:

• Lead efforts to identify viable solutions to mitigate, adapt, and become resilient to the effects of climate change.
• Develop a portfolio of technical and government policy solutions necessary to address both industrial and community challenges related to climate change.
• Disseminate factual and educational information about climate change to AIChE members, academia, industry, government, and the general public.

The objectives of The Climate Solutions Community follow:

• Engage chemical engineers to improve their versatile and formidable problem-solving skills with respect to the world’s foremost challenge: climate change.
• Apply chemical engineers’ unique insights and technical abilities to identify viable solutions to mitigate, adapt, and resist the effects of climate change.
• Develop partnerships with other scientific and engineering entities to develop multi-disciplinary responses required to address climate change.
• Develop a portfolio of technical and government policy solutions necessary to address both industrial and societal challenges related to climate change.

SECTION 3 – ANTITRUST RULES FOR ALL THE CLIMATE SOLUTIONS COMMUNITY MEMBERS

With regard to the United States, the policy of The Climate Solutions Community is to comply with federal and state antitrust and competition laws. Members will comply with the antitrust rules for all activities of The Climate Solutions Community.

ARTICLE II – RELATIONSHIP TO THE AIChE

SECTION 1 – ADMINISTRATION OF THE CLIMATE SOLUTIONS COMMUNITY

The Climate Solutions Community is a Technical Entity of AIChE as defined in SECTION XIII of the AIChE Bylaws and will be supported by AIChE.

SECTION 2 – LIMITATION OF ACTIONS

The Climate Solutions Community does not have the authority to act for, or in the name of AIChE or any sponsor, member, or participant, without the explicit authorization of said member or participant.

The Climate Solutions Community does not have the authority to incur any financial obligations in the name of AIChE. All activities of The Climate Solutions Community 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 The Climate Solutions Community and shall provide publicity through its publications, Annual and Spring Meetings, and other appropriate media. AIChE shall be assigned copyrights and publication rights, to and for results of projects sponsored through The Climate Solutions Community, 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 The Climate Solutions Community shall be assigned to AIChE, except where excluded by law.

SECTION 4 – THE CLIMATE SOLUTIONS COMMUNITY OBLIGATIONS AND RIGHTS

The AIChE staff assigned to The Climate Solutions Community will be responsible for establishing and operating The Climate Solutions Community, and its activities including execution, technical and project management, staffing, reporting, and financial and administrative matters through its duration and in interest of The Climate Solutions Community. The CTO of AIChE, who is a member of AIChE staff, shall have the authority to negotiate and sign contracts, set prices for all The Climate Solutions Community projects, and perform other financial functions for The Climate Solutions Community. The Climate Solutions Community shall provide financial reports to the CTO of AIChE.

SECTION 5 – THE CLIMATE SOLUTIONS COMMUNITY DURATION AND RESIDUE FUNDS

The Climate Solutions Community has been approved by AIChE Board of Directors without limit on duration. The Climate Solutions Community’s sustainability will be monitored and assessed by The Climate Solutions Community’s Managing Board. The dissolution of The Climate Solutions Community, at the determination of The Climate Solutions Community Managing Board, shall require two-thirds approval of the Institute for Sustainability (IfS).

Termination will be preceded by notification by the IfS to The Climate Solutions Community Managing Board, Technical Advisory Board, Sponsors, and Members of such action at least one year prior to the effective date of termination. The obligations hereunder of AIChE are conditioned upon payment of the annual contributions for each calendar year, and may be terminated by AIChE with the required notification if for any calendar year, aggregate annual contributions of the Members, and other sources of income, are insufficient to meet the administrative costs and expenses of The Climate Solutions Community.

Upon termination of The Climate Solutions Community, unrestricted residual funds shall be transferred to AIChE and restricted residual funds shall be transferred back to Sponsors. Disposition of tangible property shall accord with any applicable contractual arrangements of the parties where AIChE or The Climate Solutions Community does not hold a property interest in property subject to disposition.

ARTICLE III – MEMBERSHIP

SECTION 1 – QUALIFICATION OF MEMBERS

Any individual AIChE member or non-AIChE member of other entities having an interest in climate solutions may become a Member of The Climate Solutions Community through submission of required fees to AIChE.

SECTION 2 – CLASS OF MEMBERS

The Climate Solutions Community shall have two classes of membership: Member and Affiliate. The Managing Board of The Climate Solutions Community shall establish membership fees, levels, and privileges. Members of an Institutional Sponsor may become an Affiliate through the execution of an Institutional Sponsor Agreement. Fees and privileges of Affiliates shall be defined in the Institutional Sponsor Agreement.

SECTION 3 – RIGHTS OF MEMBERS

Members and Affiliates are entitled to be represented on the Managing Board, Technical Advisory Board, and Membership in accordance with their Membership Agreement or Corporate or Institutional Sponsor Agreement. Rights and responsibilities of Members and Affiliates will include, but not be limited to the following:

• Participate in programs of research seminars, meetings, and publications that develop and disseminate information from expert resources.
• Right to use The Climate Solutions Community data and training dependent on the class of membership.
• Opportunities to propose and set forth programs for The Climate Solutions Community.
• Representation on, and voting rights in, various committees and projects dependent on the class of membership and participation.
• Recognition in The Climate Solutions Community promotional media, materials, and events.

SECTION 4 – DUES

Annual dues for participation in the Climate Solutions Community shall be established by the Managing Board of The Climate Solutions Community upon recommendation from the AIChE CTO.

SECTION 5 – PROVISION FOR TERMINATION OF MEMBERSHIP BY THE CLIMATE SOLUTIONS COMMUNITY

The Managing Board of The Climate Solutions Community has the sole right and discretion to terminate the membership of any member or potential member – or any representative of the member or potential member – for the following reasons:

• Has misused The Climate Solutions Community copyright or intellectual property.
• Has violated anti-trust laws.
• Has not properly identified conflicts of interest to The Climate Solutions Community and taken adequate steps to manage conflicts of interest.

Membership may be terminated for cause as specified in the Institution Sponsorship Agreement, including breaching the Membership Agreement, IP rights, confidentiality, financial, or assignable provisions.

ARTICLE IV – ORGANIZATION

SECTION 1 – GENERAL

A Managing Board shall provide oversight of all The Climate Solutions Community activities. Overall administration, management, and supervision of The Climate Solutions Community will be conducted by, and be the responsibility of, a Staff Director of The Climate Solutions Community who will report directly to the Executive Director of AIChE. Upon approval by the Executive Director of AIChE, The Climate Solutions Community Staff Director shall have the authority to negotiate and sign contracts, set prices, and perform other financial functions for The Climate Solutions Community, in accord with the financial guidelines and purchasing policies of AIChE.

Other committees and subcommittees may be established and discontinued by the Managing Board and Technical Advisory Board; this includes project committees to execute special projects.

Meetings of all of the entities of The Climate Solutions Community shall be arranged by The Climate Solutions Community Staff Director. Notice of the time and place of each meeting shall be communicated to the members at least ten (10) days in advance thereof. The Chair of the Managing Board, Advisory Board, Committee, or Subcommittee shall preside at the meetings of the respective entity upon request. A quorum for transaction of business at any meeting shall consist of a simple majority of the listed members.

SECTION 2 – MANAGING BOARD

The Climate Solutions Community will be governed by a Managing Board and shall be composed of representation from industry, academia, government laboratories, non-profit organizations, AIChE, and participating engineering and industrial scientific institutes, according to their membership status.

The Managing Board will do the following:

• Provide oversight of The Climate Solutions Community activities, facilities, operations, and budget, which are accomplished by The Climate Solutions Community Staff Director, subject to the ultimate direction and control of the IfS.
• Prepare and deliver to the IfS annual reports of The Climate Solutions Community activities and prospective programs.
• Direct The Climate Solutions Community staff on activities and issues important to the Climate Solutions Community and its constituents.
• Recommend annual budgets for approval by the IfS.
• Approve The Climate Solutions Community projects and project committees.
• Operate on a majority-vote basis.

The Managing Board shall consist of twelve¹ voting members. It shall be chaired by the Chair, and include a Vice Chair, Past Chair and include two IfS Board members that are appointed by the IFS Board of Directors. The remaining positions shall be elected by The Climate Solutions Community membership and approved by the IfS. Those elected to Chair positions shall serve a one-year terms with progression from Vice Chair to Chair to Past Chair. The remaining members shall serve for a term of three (3) years, with a third of the members rotating off each year. In the absence of an election, the IfS may appoint members of the Managing Board. The Managing Board will develop written election procedures to define the election process.

¹ subjected to review by the IfS if there is need for increased representation of participating entities

The Managing Board shall have a minimum of two (2) in-person meetings per year, with at least one meeting to be held in conjunction with the AIChE Annual Meeting.

Teleconferences and special meetings of the Managing Board may be called at any time.

SECTION 3 – TECHNICAL ADVISORY BOARD

The Technical Advisory Board shall consult with The Climate Solutions Community Managing Board on the scope and direction of its programs. It is primarily responsible for reviewing technical programs (both prospectively and retroactively), providing guidance on projects selected, and recommending future initiatives. The Technical Advisory Board shall identify, prioritize, approve, facilitate, and execute activities for The Climate Solutions Community, subject to budget approvals by the Managing Board and the IfS. The Technical Advisory Board shall report to the Managing Board the activity of the Project Committees.

The Technical Advisory Board shall be chaired by the chair and shall consist of 15 to 20 members. The Technical Advisory Board shall elect its Chair. The Technical Advisory Board members shall be appointed by and report to the Managing Board. Appointees may be selected to obtain a proper balance of academia, government, industry, and engineering/scientific institute (other than AIChE) representation that will serve in the best interests of The Climate Solutions Community. The industrial representatives may include, but not be limited to, Corporate Sponsor representatives from appropriate organizations that fulfill requirements of sponsorships. Excluding Corporate Sponsors, whose appointments correspond with the annual submission of their sponsorships, Technical Advisory Board appointments shall be on 2-year staggered appointments such that 1/3 of the appointees shall turn over annually. All appointees shall serve at the discretion of the Managing Board.

The Technical Advisory Board shall meet at a minimum of twice a year, and have teleconferences as needed. Additionally, meetings with the Managing Board and the Technical Advisory Board may be scheduled.

SECTION 4 – PROJECT COMMITTEES

The Managing Board or the Technical Advisory Board shall create Project Committees to execute projects. The Managing Board shall discontinue Project Committees upon project completion, determination of inactivity, or when deemed to be in the best interest of The Climate Solutions Community.

Project Committees shall consist of one technical representative from each Corporate Sponsor with interest in the project. The representative shall be nominated by the sponsoring organization. The Chair of the Managing Board may appoint members from other Institutional Sponsors, academia, government, and industry to Project Committees. The Project Committees shall include a Technical Advisory Board member who will serve as the liaison to the Technical Advisory Board. Project committees shall report to the Technical Advisory Board.

The Project Committees shall meet as needed.

ARTICLE V – SPONSORS

SECTION 1 – GENERAL

The Climate Solutions Community shall have two classes of sponsors: Corporate and Institutional. The Managing Board of The Climate Solutions Community shall establish sponsor fees, levels, and parameters. Sponsors may designate their sponsorship fees as restricted funds as defined by the Financial Accounting Standards Board.

SECTION 2 – QUALIFICATION OF CORPORATE SPONSORS

Any for-profit corporation, company, or partnership, located anywhere, having an interest in climate solutions, may request to become a Corporate Sponsor of The Climate Solutions Community. The request will be reviewed by the Managing Board and the Technical Advisory Board. A decision to approve or deny a Corporate Sponsorship will be made by the Managing Board within six months of submission of the request to The Climate Solutions Community. If approved, the Corporate Sponsor will designate a Representative to the Climate Solutions Community. Corporate Sponsor benefits will begin immediately upon receipt of payment to AIChE and extend through the end of the calendar year during which such payment is received. Termination of Corporate Sponsorships shall include, but are not limited to, through a written request to the Managing Board to withdraw, or through failure to submit required fees.

SECTION 3 – BENEFITS OF CORPORATE SPONSORSHIP

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

• Opportunities to set program and activity priorities through membership on the Technical Advisory Board and Project Committees.
• Participation on The Climate Solutions Community philanthropic/awards project committee.
• Memberships in The Climate Solutions Community.
• Prominent recognition in The Climate Solutions Community promotional media and at events.
• Annual Report detailing how aggregate sponsorship funds were utilized.

SECTION 4 – QUALIFICATION OF INSTITUTIONAL SPONSORS

Any not-for-profit corporation, professional society, foundation, or entity, located anywhere, having an interest in climate solutions, may request to become an Institutional Sponsor of The Climate Solutions Community. The request will be reviewed by the Managing Board and the Technical Advisory Board. A decision to approve or deny an Institutional Sponsorship will be made by the Managing Board within six months of submission of the request to The Climate Solutions Community. If approved, the Institutional Sponsor Agreement will be executed by a responsible official of the applicant organization. Termination of Institutional Sponsorship shall include, but are not limited to, a written request to the Managing Board to withdraw, or through failure to comply with the Institutional Sponsor Agreement.

SECTION 5 – BENEFITS OF INSTITUTIONAL SPONSORSHIP

In general, Institutional Sponsors are entitled, but not limited, to the following:

• Opportunities to propose programs and activities to the Technical Advisory Board.
• Affiliate memberships in The Climate Solutions Community.
• Recognition in AIChE promotional materials and at events.
• Annual Report detailing how aggregate sponsorship funds were utilized.

ARTICLE VI – GENERAL PROVISIONS

SECTION 1 – INTERPRETATION

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

SECTION 2 – REVISIONS

Revisions to The Climate Solutions Community Bylaws shall be made in writing, along with the appropriate rationale, and sent to the Chair of the Managing Board. The Chair shall submit proposed revisions to the Managing and Technical Advisory Board with appropriate recommendations. Adoption of any proposed revision shall require a two-thirds affirmative vote of the Managing Board members and subsequent approval by IfS.

SECTION 3 – MATTERS NOT COVERED

In all respects and issues not specifically covered in these Bylaws, the general rates and procedures of AIChE shall apply.

SECTION 4 – ORGANIZATION RENEWAL

The organization described herein shall be limited to the initial phase-in period, three (3) years, of the society. After the phase-in period, IfS will review the purpose, scope, and organization of The Climate Solutions Community. Based on this review, the bylaws may be revised appropriately. If the Bylaws are not revised on the expected schedule, these Bylaws will remain in effect until modified.