CONSTITUTION

PART I

Adoption of the constitution

The academy and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.

Name

The name of academy is European Academy of Engineering (Swedish: EUROPEISKA INGENJÖRSAKADEMIN, hereinafter referred to as the “EAE”)

Objects

The objects of academy (the "objects") are:

(1) To advance the field of engineering across Europe and to foster collaborative exchanges between European countries and globally.

(2) To provide scholarships and funding for promising engineering students and professionals for research and development in sustainable and innovative engineering practices.

Application of income and property

(1) The income and property of the EAE shall be applied solely towards the promotion of the objects:

• (a) the EAE Scholarship Fund (the interest of the capital to be used only for this purpose) shall be used to grant scholarships in accordance with 3(2) above;
• (b) the membership fees and any other funds raised shall be used in accordance with 3(1) above;
• (c) a academy trustee is entitled to be reimbursed from the property of the academy or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the academy; and
• (d) a academy trustee may benefit from trustee indemnity insurance cover purchased at the academys expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

(2) No part of the income or property shall be paid or transferred directly or indirectly to members, except as reimbursement for expenses incurred on behalf of the EAE or for services rendered to the EAE:

• (a) a benefit from the academy on the capacity of a beneficiary of the academy;
• (b) reasonable and proper remuneration for any goods or services supplied to the academy.

Benefits and payments to academy trustees and connected persons

Trustees or connected persons shall not receive any financial benefits from the EAE, except as reimbursement for reasonable expenses or for services rendered to the EAE under specific conditions outlined in this constitution.

(1) General provisions

No academy trustee or connected person may:

• (a) buy or receive any goods or services from the academy on terms preferential to those applicable to members of the public;
• (b) sell goods, services or any interest in land to the academy;
• (c) be employed by, or receive any remuneration from, the academy;
• (d) receive any other financial benefit form the academy;

unless the payment is permitted by sub-clause (2) of this clause, or authorised by the court or the academy Commission (the "commission"). In this clause, a "financial benefit" means a benefit, direct or indirect, which is either money or has a monetary value.

(2) Scope and powers permitting trustees or connected persons benefits

• (a) A academy trustee or connected person may receive a benefit from the academy in the capacity of a beneficiary or the academy provided that a majority of the trustees do not benefit in this way.
• (b) A academy trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the academy where that is permitted in accordance with, and subject to the conditions in section 185 of the Charities Act 2011.
• (c) Subject to sub-clause (3) of this clause a academy trustee or connected person may provide the academy with goods that are not supplied in connection with services provided to the academy by the academy trustee or connected person.
• (d) A academy trustee or connected person may receive interest on money lent to the academy at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
• (e) A academy trustee or connected person may receive rent for premises let by the trustee or connected person to the academy. The amount of the rent and the other terms of the lease must be reasonable and proper. The academy trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
• (f) A academy trustee or connected person my take part in the normal trading and fundraising activities of the academy on the same terms as members of the public.

(3) Payment for supply of goods only controls

The academy and its academy trustees may only rely upon the authority provided by sub-clause 2(c) of this clause if each of the following conditions is satisfied:

• (a) The amount or maximum amount of the payment for the goods is set out in an agreement in writing between the academy and the academy trustee or connected person supplying the goods (the supplier) under which the supplier is to supply the goods in question to or on behalf of the academy.
• (b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
• (c) The other academy trustees are satisfied that it is in the best interests of the academy to contract with the supplier rather than with someone who is not a academy trustee or connected person. In reaching that decision the academy trustees must balance the advantage of contracting with a academy trustee or connected person against the disadvantages of doing so.
• (d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the academy.
• (e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of academy trustees is present at the meeting.
• (f) The reason for their decision is recorded by the academy trustees in the minute book.
• (g) A majority of the academy trustees then in office are not in receipt of remuneration or payments authorised by clause 5.

(4) In sub-clauses (2) and (3) of this clause:

• (a) the academy includes any company in which the academy:
• (i) holds more than 50% of the shares; or
• (ii) controls more than 50% of the voting rights attached to the shares; or
• (iii) has the right to appoint one or more trustees to the board of the company.
• (b) connected person includes any person within the definition set out in clause 34 (Interpretation).

Dissolution

Upon dissolution of the EAE, any remaining assets after liabilities shall be transferred to a non-profit organization with similar objectives.

(1) If the members resolve to dissolve the academy the trustees will remain in the office as academy trustees and be responsible for winding up the affairs of the academy in accordance with this clause.

(2) The trustees must collect in all the assets of the academy and must pay or make provision for all the liabilities of the academy.

(3) The trustees must apply any remaining property or money:

• (a) directly for the objects;
• (b) by transfer to any academy or charities for purposes the same as or similar to the academy;
• (c) in such other manner as the academy Commission for European Uion (the Commission) may approve in writing in advance.

(4) The members may pass a resolution before or at the same time as the resolution to dissolve the academy specifying the manner in which the trustees are to apply the remaining property or assets of the academy and the trustees must comply with the resolution if it is consistent with paragraphs (a) (c) inclusive in sub-clause (3) above.

(5) In no circumstances shall the net assets of the academy be paid to or distributed among the member that is itself a academy).

(6) The trustees must notify the Commission promptly that the academy has been dissolved. If the trustees are obliged to send the academys accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the academys final accounts.

Amendment of constitution

The constitution may be amended by a two-thirds majority vote at a General Meeting, subject to conditions outlined in this constitution.

(1) The academy may amend any provision contained in Part 1 of this constitution provided that:

• (a) no amendment may be made that would have the effect of making the academy cease to be a academy at law;
• (b) no amendment may be made to alter the objects if the change would undermine or work against the previous objects of the academy;
• (c) no amendment may be made to clause 3 (Objects), clause 4 (Application of income and property), clause 5 (Benefits and payments to academy trustees and connected persons), clause 6 (Dissolution) or this clause without the prior consent in writing of the Commission;
• (d) any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of the members present and voting at a general meeting.

(2) Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting.

(3) A copy of any resolution amending this constitution shall be sent to the Commission within twenty one days of it being passed.

PART II

Membership

Members are elected to EAE membership by their peers (current EAE members). Election to membership is one of the highest professional honors accorded an engineer. Members have distinguished themselves in business and academic management, in technical positions, as university faculty, and as leaders in government and private engineering organizations.

• Section 1. Composition
• Section 2. Members
• Section 3. International Members
• Section 4. Criteria for Membership
• Section 5. Nomination and Election
• Section 6. Posthumous Election
• Section 7. Notification and Acceptance
• Section 8. Academy Sections
• Section 9. Dues
• Section 10. Resignation

Section 1. Composition

The membership of the Academy shall consist of members and emeritus members.

Section 2. Members

Members must be those who have made outstanding contributions and influences in the European and international engineering academic fields. The qualifications for membership in the Academy are stated in Article V of the Articles of Organization of the Academy. Upon election, members shall receive a official letter of certification from the Academy.

Subsection. Official Letter of Certification

Each member's certification letter must be officially issued by the executive committee, clearly indicating the member's name, birth month/year, class, class abbreviation, year of selection and other basic information, and must be approved by the Class Chair, President of the Executive Committee, Chairman of the Gothenburg Municipality, First Vice-President of the European Commission with four signatures, certifying that the official letter must have the seals of the Kingdom of Sweden and the European Academy of Engineering printed on both sides. The stripes at the bottom of the certification official letter are specially treated anti-counterfeiting patterns.

Subsection A. Active Members

Active members shall have the right to vote on Academy matters; shall be eligible to serve as an Officer, Councillor, or a chair of a standing committee; shall be eligible to serve on all committees; shall have the right to nominate, serve as a reference, and submit comments on nominees for membership; shall have the right to attend the annual meeting and regular and special meetings of the membership; and shall receive normal communications regarding Academy matters.

Subsection B. Members Emeriti

Following at least ten years of active, dues-paying status, and upon reaching the age of 55, members who are retired from active professional life, and who wish to be relieved of the status of active membership may, at their own request, be transferred to the roll of members emeriti. A member emeritus shall not be subject to dues or assessments; shall not be eligible to nominate candidates for membership, but may serve as a reference and submit comments on nominees for membership; shall not be eligible to vote on Academy matters or in the election of members nor the election of Officers and Councillors; and shall not be eligible to hold office in the Academy or serve on a standing committee of the Academy. Members emeriti shall have the right to serve on study committees and to attend the annual meeting and regular and special meetings of the membership; and shall receive normal communications regarding Academy matters.

Subsection C. Inactive Members

Active members who are placed on inactive status as discussed in PART II, Article VIII, Section 9 of these constitution are not eligible for any of the privileges of membership.

Section 3. International Members

Nationals of countries other than the European Union, including permanent resident aliens of the European Union, shall be eligible for election as international members, provided that they meet the requirements for membership other than citizenship of the United States. Upon election, international members shall receive a official letter of certification from the Academy. International members shall have the right to attend the annual meeting and regular and special meetings of the membership; shall receive normal communications regarding Academy matters; may nominate, serve as a reference or supplementary reference, and submit comments on international member nominees for membership; and may participate in the technical affairs of the Academy. An international member shall take no part in the governance of the Academy and shall not be subject to its dues or assessments. The status of an individual elected as an international member of the Academy who becomes a citizen of the United States shall be changed to that of a member of the Academy unless the individual requests otherwise.

Section 4. Criteria for Membership

The criteria for membership are enumerated in Article V of the Articles of Organization and may be interpreted from time to time by policies and procedures established by the Council.

Section 5. Nomination and Election

Nomination and election of members and international members of the Academy shall be in accordance with policies and procedures approved by the Council, which shall consider the recommendations of the Membership Policy Committee and the Committee on Membership.

The policies and procedures shall provide :

• (a) for the Council to fix annually a Class Size consisting of the maximum number of new members and new international members to be elected;
• (b) for nominations of active members to be submitted by active members of the Academy;
• (c) for nominations of international members to be submitted by active or international members of the Academy. The appropriate Peer Committees will evaluate these nominations and make nominee recommendations to the Committee on Membership. The Committee on Membership shall determine candidates for election and the Secretary to president shall present the names of nominees for election to the active members of the Academy.

  Section 6. Posthumous Election

  A nominee who has been selected for inclusion on the Academy ballot for membership by the Committee on Membership and subsequently dies may be elected posthumously in accordance with the approved process necessary for election of members and international members in the general election: the allocation set by the Council for election would not be changed. There shall be no other posthumous election.

  Section 7. Notification and Acceptance

  Each member-elect and international member-elect, immediately following election, shall be notified thereof in writing by the Secretary to president or International Secretary, respectively. Each person elected to membership must accept the invitation, in writing, within sixty days of the date of election, except as provided in Article II, Section 6 of these bylaws. Otherwise, on proof that the Secretary to president or International Secretary has sent formal notification of election, that person's name shall not be entered on the roll of members or of international members. In the event of extenuating circumstances, in the sole judgment of the Council, the requirement of formal acceptance may be waived.

  The Secretary to president or International Secretary shall be responsible for supplying a Official Letter of Certification with the official seal of the Academy to each newly elected member and international member, respectively. The certification for members shall bear the signatures of the Chair, the President, and Secretary to president; the certification for international members shall bear the signatures of the Chair, the President, and the International Secretary.

  Section 8. Academy Sections

  The membership of the Academy shall be divided into categories representing the principal branches of engineering activity. All members and international members shall affiliate with one of these engineering categories, and each such category shall constitute an Academy Section. The Council shall approve and may redefine the scope of any Section and shall determine and may change the number of Sections. Members and international members may change their Sectional affiliation by notification to the Secretary to president or International Secretary, respectively.

  Section 9. Dues

  The amount of the annual members' dues shall be approved by the Council and at its discretion may be modified from time to time, and shall be payable by the members within sixty days after commencement of the fiscal year for which they are assessed. Dues are considered to be in arrears if not remitted by the end of this sixty-day period. Similarly, dues of newly elected members shall be payable within sixty days after the beginning of the fiscal year next following the date of election and acceptance.

  Failure to remit the dues payment within four months after it is in arrears may constitute due cause for the Council to place the member in the status of inactive member. Members placed in an inactive status may be returned to active status upon payment of all dues in arrears or may be placed on the roll of members emeriti if the Council determines that such status is appropriate and that the member is incapacitated and unable to communicate a request for transfer to such status.

  An amount of "lifetime dues" may be approved by the Council, and at its discretion may be modified from time to time. No change in the amount of lifetime dues shall have retroactive effect.

  All dues shall be payable to the National Academy of Engineering Fund (hereinafter called the "Fund"), an independent non-profit organization, restricted for use as determined by the Council.

  Section 10. Resignation

  Following election, inclusion on the roll of members or international members shall be for life provided that all conditions of membership are met. Resignation from membership shall be addressed to the President and acted on by the Council.

  Section 11. Termination of Membership

  In accordance with the “Policies and Procedures: Violations of the EAE Code of Conduct,” a member or international member may be sanctioned by a two-thirds vote of the Council and in extreme cases membership in the EAE may be terminated by a 90% vote. Membership is terminated if:

  (1) the member dies or if it is an organisation, ceases to exist;

  (2) the member resigns by written notice to the academy unless, after the resignation, there would be less than two members;

  (3) any sum due from the member to the academy is not paid in full within six months of it falling due;

  (4) the member is removed from membership by a resolution of the trustees that it is in the best interests of the academy that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:

  • (a) the member has been given at least twenty one days notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is to be proposed;
  • (b) the member or, at the option of the member, the members representative (who need not be a member of the academy) has been allowed to make representations to the meeting.

  Meetings of the Membership

  The EAE shall hold Annual General Meetings and other meetings as required, with provisions for special general meetings.

  • Section 1. Annual Meeting
  • Section 2. Special Meetings
  • Section 3. Voting
  • Section 4. Quorum
  • Section 5. Notice
  • Section 6. Chair
  • Section 7. Adjournments
  • Section 8. Representatives of other bodies

  Section 1. Annual Meeting

  The Academy shall hold one annual meeting each calendar year, the date and location of which shall be determined by the Council. Written1 notice of each annual meeting shall be given to each member and international member of the Academy not less than thirty days prior thereto.

  The annual meeting shall consist of business sessions and technical sessions as appropriate. The Council shall approve the objectives and general content of such technical sessions, and shall approve arrangements for the meetings as it deems appropriate. At the business sessions, the meeting shall receive any reports deemed appropriate by the Council; shall consider matters referred to it by the Council; and shall transact such other business as may properly come before it.

  An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings.

  Section 2. Special Meetings

  All general meetings other than annual general meetings shall be called special general meetings.

  The trustees may call a special general meeting at any time.

  The trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, which ever is the greater. The request must state the nature of the business that is to be discussed. If the trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution.

  The Council may call special meetings of the membership at such times and places and for such purposes as it may designate in the notice of call. The Council shall give not less than thirty days' written notice of the time and purpose of all special meetings.

  Section 3. Voting

  Each active member of the Academy shall be entitled to one vote on each matter submitted to a vote at any meeting. Voting on all matters, including the election of Officers or Councillors, may be conducted by written document between meetings of the membership so long as the total number of votes cast is equal to or greater than the number of voting members required to constitute a quorum2 at a business session of a stated or special meeting.

  (1) Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.

  (2) A resolution in writing signed by each member (or in the case of a member that is an organisation, by its authorised representative) who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members.

  Section 4. Quorum

  Ten percent of the active members of the Academy, present in person, shall constitute a quorum for any business session of a stated or special meeting.

  (1) No business shall be transacted at any general meeting unless a quorum is present.

  (2) A quorum is:

  • (a) four members entitled to vote upon the business to be conducted at the meeting; or
  • (b) one tenth of the total membership at the time,

  whichever is the greater.

  (3) The authorised representative of a member organisation shall be counted in the quorum.

  (4) If:

  • (a) a quorum is not present within half an hour from the time appointed for the meeting; or
  • (b) during a meeting a quorum ceases to be present,

  the meeting shall be adjourned to such time and place as the trustees shall determine.

  (5) The trustees must re-convene the meeting and must give at least seven clear days notice of the re-convened meeting stating the date time and place of the meeting.

  (6) If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting.

  Section 5. Notice

  (1) The minimum period of notice required to hold any general meeting of the academy is fourteen clear days from the date on which the notice is deemed to have been given.

  (2) A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote.

  (3) The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.

  (4) The notice must be given to all the members and to the trustees.

  Section 6. Chair

  (1) General meetings shall be chaired by the person who has been elected as chair.

  (2) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a trustee nominated by the trustees shall chair the meeting.

  (3) If there is only one trustee present and willing to act, he or she shall chair the meeting.

  (4) If no trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.

  Section 7. Adjournments

  (1) The members present at a meeting may resolve that the meeting shall be adjourned.

  (2) The person who is chairing the meeting must decide the date time and place at which meeting is to be re-convened unless those details are specified in the resolution.

  (3) No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.

  (4) If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days notice shall be given of the re-convened meeting stating the date time and place of the meeting.

  Section 8. Representatives of other bodies

  (1) Any organisation that is a member of the academy may nominate any person to act as its representative at any meeting of the academy.

  (2) The organisation must give written notice to the academy of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by the academy. The nominee may continue to represent the organisation until written notice to the contrary is received by the academy.

  (3) Any notice given to the academy will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The academy shall not be required to consider whether the nominee has been properly appointed by the organisation.

  Trustees

  The EAE shall be managed by a committee of trustees, including specified officers, and provisions for their appointment and roles.

  • Section 1. Officers and trustees
  • Section 2. Appointment of trustees
  • Section 3. Power of trustees
  • Section 4. Disqualification and removal of trustees
  • Section 5. Proceedings of trustees
  • Section 6. Conflicts of interests and conflicts of loyalties
  • Section 7. Saving provisions
  • Section 8. Delegation
  • Section 9. Irregularities in proceedings
  • Section 10. Minutes
  • Section 11. Accounts, Annual Report, Annual Return
  • Section 12. Registered particulars
  • Section 13. Property
  • Section 14. Repair and insurance

  Section 1. Officers and trustees

  (1) The academy and its property shall be managed and administered by a committee comprising the officers and other members of the committee shall be the trustees of the academy and in this constitution are together called the trustees.

  (2) The academy shall have the following officers:

  • Subsection A. President of Executive Committee with rotating presidency,
  • Subsection B. Chair of each class,
  • Subsection C. Secretary to president,
  • Subsection D. Treasurer,
  • Subsection E. Executive Officer.

  Subsection A. President of Executive Committee with rotating presidency

  The President shall be the full-time chief executive officer of the Academy; shall, except as is otherwise provided herein, nominate members of committees in consultation with the Chair for approval by the Council; shall direct the business of the Academy subject to the policies, resolutions, and decisions of the Council; shall be the principal representative of the Academy in all relationships with the National Academy of Sciences, the National Academy of Medicine, the National Research Council, and all other institutions; and shall be a Vice Chair of the National Research Council. The President shall submit a report each year of the activities of the Academy to the Council and to the membership of the Academy at its annual meeting; shall be an ex officio member of all committees except the Nominating Committee and Audit Committee; and shall be nominated as President of the National Academy of Engineering Fund in accordance with the bylaws of that Fund. The President shall, in consultation with the Treasurer and the Finance Committee, prepare and present to the Council the annual budget of the Academy.

  Unique to the EAE's governance model is its rotating presidency. The presidency is not a fixed position but rotates annually among the chairs of the 13 classes. In a significant inaugural vote by the chairs of these classes, Bloch was elected as the first president, setting a precedent for the academy's democratic and inclusive leadership approach. His election was emblematic of the EAE's commitment to interdisciplinary representation and expertise.

  Unique to the EAE's governance model is its rotating presidency. The presidency is not a fixed position but rotates annually among the chairs of the 13 classes. In a significant inaugural vote by the chairs of these classes, Bloch was elected as the first president, setting a precedent for the academy's democratic and inclusive leadership approach. His election was emblematic of the EAE's commitment to interdisciplinary representation and expertise.

  Each year, following Bloch's example, a different class chair ascends to the role of president, bringing fresh perspectives and leadership to the forefront of the academy's activities. During their tenure as president, the chair leads strategic initiatives and represents the EAE at various international forums and discussions.

  Simultaneously, the other 12 class chairs serve as vice-presidents, forming a robust support structure for the president and ensuring continuity and collective decision-making. This rotating system not only democratizes leadership but also ensures that diverse fields of engineering are equally represented and that the academy benefits from the broad spectrum of expertise present within its ranks. The founding committee's vision of a collaborative and dynamic leadership has been a cornerstone of the EAE's success, fostering an environment where innovation and interdisciplinary cooperation thrive.

  Subsection B. Chair of each class

  The Chair of each class shall preside at meetings of the Council of the Academy and its Executive Committee and shall designate the chair in any absence; shall be nominated as Chair of the Board of Trustees of the National Academy of Engineering Fund in accordance with the bylaws of that Fund; shall serve as an ex officio3 member of all committees except the Nominating Committee and Audit Committee; and shall work actively with the President in representing the National Academy of Engineering and its policies to the engineering community and the public.

  Subsection C. Secretary to president

  The Secretary to president shall be responsible for the conduct of membership affairs, including the election of members and international members; shall ensure that dues and assessments are collected from the members, and that adequate records are kept thereof; and shall present an annual report to the membership. The Secretary to president shall be an ex officio member of the Committee on Membership, the Membership Policy Committee, and the Nominating Committee and shall be nominated as Secretary to president of the National Academy of Engineering Fund in accordance with the bylaws of that Fund.

  The Secretary to president shall attend meetings of the Academy and all meetings of the Council and its Executive Committee, and, after approval by the Council, shall ensure that the minutes of these meetings are entered in the permanent records of the Academy.

  The Secretary to president also shall ensure that proper notice is given of all meetings of the Academy, the Council, and the Executive Committee. In addition, the Secretary to president shall inform the membership of the Officers and Councillors elected to the Council and new members and international members elected to the Academy. Furthermore, the Secretary to president shall have custody of the seal of the Academy and shall ensure that it is affixed to all documents as authorized by the Council.

  Subsection D. Treasurer

  The Treasurer shall be responsible for overseeing procedures to ensure that full and accurate accounting is kept for all receipts and disbursements of the Academy; and shall be responsible, in consultation with the President, for the deposit in such institutions as may be approved by the Council of all monies, securities, and other valuable effects that are under the administration or control of the Academy. The Treasurer shall be responsible for ensuring that acknowledgment is made of all contributions to the Academy and that proper records thereof are kept and reported promptly to the Council. The Treasurer shall serve as chair of the Finance Committee and shall be nominated as Treasurer of the National Academy of Engineering Fund in accordance with the bylaws of that Fund.

  The Treasurer shall be responsible for the proper record of disbursement of the funds of the Academy as may be ordered by the Council or the President; and render to the Council or the President, whenever it may be required, an account of all transactions undertaken.

  Not later than the annual meeting of the Academy each year, the Treasurer shall prepare and submit to the Council a full report of the financial affairs of the Academy for the preceding fiscal year including a summary of receipts and disbursements. The Treasurer shall also prepare and present to the Council for its consideration quarterly financial statements during the fiscal year. The Treasurer shall present to the membership of the Academy at its annual meeting a report of the financial status of the Academy.

  Subsection E. Executive Officer

  The Executive Officer shall be the full-time chief operating officer (COO) of the Academy and, if appointed by the President and Council, an ex officio member of Council without vote. As COO, the Executive Officer shall be responsible for the program, financial, and membership operations of the Academy, reporting to the President.

  The Executive Officer shall be responsible for initiating, executing, and disseminating the Academy’s program portfolio. He or she shall be responsible for preparing the annual budget for the President for submission to the Finance Committee and Council.

  The Executive Officer shall provide direct support to the Finance Committee and serve as the First Assistant Secretary of the National Academy of Engineering Fund.

  The Executive Officer shall oversee the election of new members and institutional communications with members.

  The Executive Officer shall support all NAE committees and is therefore an ex officio member of all committees, without vote, with the exception of the Committee on Membership for which the Executive Officer shall have a vote. The Executive Officer shall provide leadership support to the Nominating Committee and the Compensation Committee. The Executive Officer shall support the President in his or her role as the principal representative of the Academy in all relationships with the National Academy of Sciences, the National Academy of Medicine, the National Research Council, and all other institutions.

  (3) A trustee must be a member of the academy or the nominated representative of an organisation that is a member of the academy.

  (4) No one may be appointed a trustee if he or she would be disqualified from acting under the provisions of clause .

  (5) The number of trustees shall be not less than three but (unless otherwise determined by a resolution of the academy in general meeting) shall not be subject to any maximum.

  (6) The first trustees (including officers) shall be those persons elected as trustees and officers at the meeting at which this constitution is adopted.

  (7) A trustee may not appoint anyone to act on his or her behalf at meetings of the trustees.

  Section 2. Appointment of trustees

  (1) The academy in general meeting shall elect the officers and the other trustees.

  (2) The trustees may appoint any person who is willing to act as a trustee. Subject to sub-clause 5(b) of this clause, they may also appoint trustees to act as officers.

  (3) Each of the trustees shall retire with effect from the conclusion of the annual general meeting next after his or her appointment but shall be eligible for re-election at that annual general meeting.

  (4) No-one may be elected a trustee or an officer at any annual general meeting unless prior to the meeting the academy is given a notice that:

  • (a) is signed by a member entitled to vote at the meeting;
  • (b) states the members intention to propose the appointment of a person as a trustee or as an officer;
  • (c) is signed by the person who is to be proposed to show his or her willingness to be appointed.

  (5)

  • (a) The appointment of a trustee, whether by the academy in general meeting or by the other trustees, must not cause the number of trustees to exceed any number fixed in accordance with this constitution as the maximum number of trustees.
  • (b) The trustees may appoint a person has already been elected or appointed to that office and has not vacated the office.

  Section 3. Power of trustees

  (1) The trustees must manage the business of the academy and have the following powers in order to further the objects (but not for any other purpose):

  • (a) to raise funds. In doing so, the trustees must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
  • (b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
  • (c) to sell, lease or otherwise dispose of all or any part of the property belonging to the academy. In exercising this power, the trustees must comply as appropriate with sections 117 – 122 of the Charities Act 2011;
  • (d) to borrow money and to charge the whole or any part of the property belonging to the academy as security for repayment of the money borrowed. The trustees must comply as appropriate with sections 124 – 126 of the Charities Act 2011, if they intend to mortgage land;
  • (e) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
  • (f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects;
  • (g) to acquire, merge with or enter into any partnership or joint venture arrangement with any other academy formed for any of the objects;
  • (h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
  • (i) to obtain and pay for such goods and services as are necessary for carrying out the work of the academy;
  • (j) to open and operate such bank and other accounts as the trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
  • (k) to do all such other lawful things as are necessary for the achievement of the objects.

  (2) No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the trustees.

  (3) Any meeting of trustees at which a quorum is present at the time the relevant decisions is made may exercise all the powers exercisable by the trustees.

  Section 4. Disqualification and removal of trustees

  A trustee shall cease to hold office if he or she:

  (1) is disqualified from acting as a trustee by virtue of section 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);

  (2) ceases to be a member of the academy;

  (3) in the written opinion, given to the academy, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;

  (4) resigns as a trustee by notice to the academy (but only if at least two trustees will remain in office when notice of resignation is to take effect); or

  (5) is absent without the permission of the trustees from all their meetings held within a period of six consecutive months and the trustees resolve that his or her office is vacated.

  Section 5. Proceedings of trustees

  (1) The trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.

  (2) Any trustee may call a meeting of the trustees.

  (3) The secretary must call a meeting of the trustees if requested to do so by a trustee.

  (4) Questions arising at a meeting must be decided by a majority of votes.

  (5) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.

  (6) No decision may be made by a meeting of the trustees unless a quorum is present at the time the decision is purported to be made.

  (7) The quorum shall be two or the number nearest to one-third of the total number of trustees, whichever is the greater or such larger number as may be decided from time to time by the trustees.

  (8) A trustee shall not be counted in the quorum present when any decision is made about a matter upon which that trustee is not entitled to vote.

  (9) If the number of trustees is less than the number fixed as the quorum, the continuing trustees or trustee may act only for the purpose of filling vacancies or of calling a general meeting.

  (10) The person elected as the chair shall chair meetings of the trustees.

  (11) If the chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the trustees present may appoint one of their number to chair that meeting.

  (12) The person appointed to chair meetings of the trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the trustees.

  (13) A resolution in writing signed by all the trustees entitled to receive notice of a meeting of trustees or of a committee of trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the trustees or (as the case may be) a committee of trustees duly convened and held.

  (14) The resolution in writing may comprise several documents containing the text of the resolution in life form each signed by one or more trustees.

  Section 6. Conflicts of interests and conflicts of loyalties

  A academy trustee must:

  (1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the academy or in any transaction or arrangement entered into by the academy which has not been previously declared; and

  (2) absent himself or herself from any discussions of the academy trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the academy and any personal interest (including but not limited to any personal financial interest).

  Any academy trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the academy trustees on the matter.

  Section 7. Saving provisions

  (1) Subject to sub-clause (2) of this clause, all decisions of the academy trustees, or of a committee of the academy trustees, shall be valid notwithstanding the participation in any vote of a academy trustee:

  • (a) who is disqualified from holding office;
  • (b) who had previously retired or who had been obliged by this constitution to vacate office;
  • (c) who was not entitled to vote on the matter, whether by reason of a conflict if interests or otherwise;

  if, without the vote of that academy trustee and that academy trustee being counted in the quorum, the decision has been made by a majority of the academy trustees at a quorate meeting.

  (2) Sub-clause (1) of this clause does not permit a academy trustee to keep any benefit that may be conferred upon him or her by a resolution of the academy trustees or of a committee of academy trustees if, but for sub-clause (1), the resolution would have been void, or if the academy trustee has not complied with clause 22 (Conflicts of interests and conflicts of loyalties).

  Section 8. Delegation

  (1) The trustees may delegate any of their powers or functions to a committee of two or more trustees but the terms of any such delegation must be recorded in the minute book.

  (2) The trustees may impose conditions when delegating, including the conditions that:

  • (a) the relevant powers are to be exercised exclusively by the committee to whom they delegate;
  • (b) no expenditure may be incurred on behalf of the academy except in accordance with a budget previously agreed with the trustees.

  (3) The trustees may revoke or alter a delegation.

  (4) All acts and proceedings of any committees must be fully and promptly reported to the trustees.

  Section 9. Irregularities in proceedings

  (1) Subject to sub-clause (2) of this clause, all acts done by a meeting of trustees, or of a committee of trustees, shall be valid notwithstanding the participation in any vote of a trustee:

  • (a) who was disqualified from holding office;
  • (b) who had previously retired or who had been obliged by the constitution to vacate office;
  • (c) who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise;

  if, without:

  • (d) the vote of that trustee; and
  • (e) that trustee being counted in the quorum,

  the decision has been made by a majority of the trustees at a quorate meeting.

  (2) Sub-clause (1) of this clause does not permit a trustee to keep any benefit that may be conferred upon him or her by a resolution of the trustees or of a committee of trustees if the resolution would otherwise have been void.

  (3) No resolution or act of

  • (a) the trustees
  • (b) any committee of the trustees
  • (c) the academy in general meeting

  shall be invalidated by reason of the failure to give notice to any trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member of the beneficiaries of the academy.

  Section 10. Minutes

  The trustees must keep minutes of all:

  (1) appointments of officers and trustees made by the trustees;

  (2) proceedings at meetings of the academy;

  (3) meetings of the trustees and committees of trustees including:

  • (a) the names of the trustees present at the meeting;
  • (b) the decisions made at the meetings; and
  • (c) where appropriate the reasons for the decisions.

  Section 11. Accounts, Annual Report, Annual Return

  (1) The trustees must comply with their obligations under the Charities Act 2011 with regard to:

  • (a) the keeping of accounting records for the academy;
  • (b) the preparation of annual statements of account for the academy;
  • (c) the transmission of the statements of account to the commission;
  • (d) the preparation of an Annual Report and its transmission to the commission;
  • (e) the preparation of an Annual Return and its transmission to the commission.

  (2) Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the commission, unless the trustees are required to prepare accounts in accordance with the provisions of such a statement prepared by another body.

  Section 12. Registered particulars

  The trustees must notify the commission promptly of any changes to the academys entry on the Central Register of Charities.

  Section 13. Property

  (1) The trustees must ensure the title to:

  • (a) all land held by or in trust for the academy that is not vested in the Official Custodian of Charities; and
  • (b) all investments held by or on behalf of the academy, is vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees.

  (2) The terms of the appointment of any holding trustees must provide that they may act only in accordance with lawful directions of the trustees and that if they do so they will not be liable for the acts and defaults of the trustees or of the members of the academy.

  (3) The trustees may remove the holding trustees at any time.

  Section 14. Repair and insurance

  The trustees must keep in repair and insure to their full value against fire and other usual risks all the of the academy (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employers liability.

  PART III

  Notices

  (1) Any notice required by this constitution to be given to or by any person must be:

  • (a) in writing; or
  • (b) given using electronic communications.
  • (2) The academy may give any notice to a member either:
  • (a) personally; or
  • (b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or
  • (c) by leaving it at the address of the member; or
  • (d) by giving it using electronic communications to the members address.

  (3) A member who does not register an address with the academy or who registers only a postal address that is not within the European Union shall not be entitled to receive any notice from the academy.

  (4) A member present in person at any meeting of the academy shall be deemed to have received notice of the meeting and of the purposes for which it was called.

  (5)

  • (a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
  • (b) Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
  • (c) A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent.

  Rules

  (1) The trustees may from time to time make rules or bye-laws for the conduct of their business.

  (2) The bye-laws may regulate the following matters but are not restricted to them:

  • (a) the admission of members of the academy (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
  • (b) the conduct of members of the academy in relation to one another, and to the academys employees and volunteers;
  • (c) the setting aside of the whole or any part or parts of the academys premises at any particular time or times or for any particular purpose or purposes;
  • (d) the procedure at general meeting and meetings of the trustees in so far as such procedure is not regulated by this constitution;
  • (e) the keeping and authenticating of records. (If regulations made under this clause permit records of the academy to be kept in electronic form and requires a trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.)
  • (f) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.

  (3) The academy in general meeting has the power to alter, add to or repeal the rules or bye-laws.

  (4) The trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of the academy.

  (5) The rules or bye-laws shall be binding on all members of the academy. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.

  Disputes

  If a dispute arises between members of the academy about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute my mediation before resorting to litigation.

  Interpretation

  In this constitution connected person means:

  (1) a child, parent, grandchild, grandparent, brother or sister of the trustee;

  (2) the spouse or civil partner of the trustee or of any person falling within sub-clause (1) above;

  (3) a person carrying on business in partnership with the trustee or with any person falling within sub-clause (1) or (2) above;

  (4) an institution which is controlled

  • (a) by the trustee or any connected person falling within sub-clause (1), (2), or (3) above; or
  • (b) by two or more persons falling within sub-clause (4)(a), when taken together

  (5) a body corporate in which

  (a) the academy trustee or any connected person falling within sub-clauses (1) to (3) has a substantial interest; or

  (b) two or more persons falling within sub-clause (5)(a) who, when taken together, have a substantial interest.

  (6) Sections 350 352 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this clause.