1. MM/DD/YYYY Proposed changes to AIAA Bylaws, TAC Charter and Chair Manual Kathleen Atkins, Jeff Hamstra, and Mark Melanson Sci-Tech 2015 8 January 2015 UPDATED FOR May 2015 Meetings

2. MM/DD/YYYY Background and Overview The authors were tasked to review the AIAA Bylaws, TAC Charter, and Chair Manual to resolve inconsistencies in current processes and the documents centered around leadership and membership of Technical Committees. An initial review was held at the January 7, 2015 TAC Exec meeting; revisions incorporated in this update 2

3. MM/DD/YYYY Questions TAC Certification process for new chairs (per bylaws)? Length of chair service (document consistency)? Committee membership length and approval? Maximum number of committee members and approvals (document consistency)? 3

4. MM/DD/YYYY Bylaw Paragraph 5.5 covers these questions 5.5 The Technical Committees shall be established by the President with the approval of the Board on the recommendation of the Vice President-Technical Activities and by the Technical Activities Committee. The Board may abolish or consolidate Committees and redefine the scope of any Committee so appointed. Technical Committees shall be established to cover the major areas of professional interests of the Institute. The functions of the Committees shall be to assist the Institute in developing programs for meetings and other technical communications in specialized areas of professional interest and to provide the Institute with authoritative opinion on specialized subjects in their prescribed areas of concern. Committees shall be responsible for the scope, organization, and technical content of the meetings within their specific areas of competence. All Technical Committee members must be members of the Institute. Chairpersons of Technical Committees shall be elected by the Technical Committee membership and certified by the Vice President-Technical Activities. Members of Technical Committees may be nominated by the Chairperson of each Committee and shall be certified by the Vice President-Technical Activities. The Chairpersons of all Technical Committees shall serve for 2 years or until their successors are selected and qualified and may serve for 1 additional successive term. Members of all Technical Committees shall serve for 1 year and may serve for not more than a total of 3 successive terms on the same Committee except that, upon recommendation of the majority vote of the Technical Committee, the Vice President- Technical Activities may appoint a Chairperson or members for additional successive terms. The membership of any Technical Committee shall be limited to a maximum of 35 including the Chairperson unless an increase is approved by the Technical Activities Committee. All positions shall be filled as soon as possible after the Annual Business Meeting of the Institute. 4

5. MM/DD/YYYY Chair Certification Process What do we do here?  Proposed (for May 2015 meeting): –Betty G. sends New Org chart, including new chairs to VP of TAC for approval prior to official publication and distribution »Directors approve rosters/chair during January cycle; approval assumed unless action taken 5 Requirement or inference of TAC or TAC VP approval, certification, etc. shows up several times. Need to establish process and follow or change requirement.

6. MM/DD/YYYY Recommended changes – Bylaws - Chairs Service OriginalProposedRationale The Chairpersons of all Technical Committees shall serve for 2 years or until their successors are selected and qualified and may serve for 1 additional successive term. The Chairperson of Technical Committees shall serve for 2 years and may only serve for 1 additional successive term (for a maximum of 4 years total) if approved by Technical Activities Group Director Clearly limit length of same chair serving as leader to 4 years maximum and place approval as a Director responsibility. 6

7. MM/DD/YYYY Recommended changes – TAC Charter – Chair Service OriginalProposedRationale Technical Committee Chairpersons are elected from the Technical Committees and approved by the Vice President- Technical and the Board of Directors on a yearly basis. Their term of office is limited to two years. Add…Chairs may serve for one additional successive term (for a maximum of 4 years total) if approved by Technical Activities Group Director. Make consistent with proposed bylaw wording. 7

8. MM/DD/YYYY Recommended changes – Chair Manual – Chair Service OriginalProposedRationale 6.2… The TC chair term is limited to two years, so a consistent and documented process for establishing a successor is a must. … 6.2… The TC chair term is limited to two years, so a consistent and documented process for establishing a successor is a must. In rare instances, a chair may extend an additional term with Director approval. Add instance of potential holdover of chair consistent with bylaws. 8

9. MM/DD/YYYY Recommended changes – Bylaws – Membership Length OriginalProposedRationale Members of all Technical Committees shall serve for 1 year and may serve for not more than a total of 3 successive terms on the same Committee except that, upon recommendation of the majority vote of the Technical Committee, the Vice President-Technical Activities may appoint a Chairperson or members for additional successive terms Members of all Technical Committees shall serve one year terms with an expectation of three consecutive years of service. Service beyond three terms must be approved by the Technical Committee and the Technical Activities Group Director. Simplify wording; change approval to Group Director from VP TAC 9 Need to work with Betty to figure out HOW the approval happens without undue burden/accounting Betty, Mark,Jeff, David to work process prior to 2016 cycle.

10. MM/DD/YYYY Recommended changes – TAC Charter – Membership Length OriginalProposedRationale Members can serve three consecutive one year terms. TC members may be carried over on special assignment beyond the three-year term of membership at the discretion of the TC Chair and with the approval of the Deputy Director. Members can serve three consecutive one year terms. TC members may be carried over on special assignment beyond the three-year term of membership at the discretion of the Technical Committee and with the approval of the Director. Shift extension authority to Committee and group director for extension approval consistent with proposed bylaw change. 10 “Special Assignment” implies a need for a specific responsibility.

11. MM/DD/YYYY Recommended changes – Chair Manual – Membership Length OriginalProposedRationale Any member of the TC may be carried over on special assignment beyond the three-year term of membership at the discretion of the TC Chair and with the approval of the Deputy Director. Any member of the TC may be carried over on special assignment beyond the three-year term of membership at the discretion of the TC Chair and with the approval of the Director. Revise approval to Director consistent with charter and bylaws 11

12. MM/DD/YYYY Recommended changes – Bylaws – Committee Size OriginalProposedRationale The membership of any Technical Committee shall be limited to a maximum of 35 including the Chairperson unless an increase is approved by the Technical Activities Committee. The membership of any Technical Committee shall be limited to a maximum of 35 regular members and a total of 50 including associate, international, and alumni members unless an increase is approved by the TAC Group Director. Bylaws incorrect; correct to current TAC rules, consistent with charter. 12 More than 50 on Director approval; same as chart 14?

13. MM/DD/YYYY Recommended changes – Chair Manual – Committee Size OriginalProposedRationale 4.0… Membership of a Technical Committee shall be limited to a maximum of 35 U.S. members and 50 total members (including alumni, international, and associate members) unless an increase is approved by TAC … 4.0… Membership of a Technical Committee shall be limited to a maximum of 35 U.S. members and 50 total members (including alumni, international, and associate members) unless an increase is approved by the TAC Group Director. Change approval of greater than 50 to Director – consistent with current processes and bylaw/charter change 13

14. MM/DD/YYYY 31 July 2014