AAAE Foundation Bylaws

AMERICAN ASSOCIATION OF AIRPORT EXECUTIVES FOUNDATION, INC.

A Not-For-Profit Corporation

Organized under the Laws of the State of Illinois

BYLAWS

Article I

NAME, STATEMENT OF PURPOSES AND PRINCIPAL OFFICE

SECTION 1. NAME. The name of this corporation shall be “AMERICAN ASSOCIATION OF AIRPORT EXECUTIVES FOUNDATION, INC.” This foundation is a companion corporation to the American Association of Airport Executives, Inc. The Constitution and Bylaws of the American Association of Airport Executives, Inc. are hereby incorporated and made a part of the Bylaws of the AMERICAN ASSOCIATION OF AIRPORT EXECUTIVES FOUNDATION, INC.

SECTION 2. PURPOSES. The purposes of the Foundation shall be:
(a) To provide scholarships in recognized institutes of higher learning in the various universities and colleges of the United States. Said scholarships are to be awarded to deserving students and to be in honor of persons making notable contributions to the field of civil aviation.

(b) To assist promising students and other individuals in attaining executive and management positions in the field of civil airport management.

(c) To inform the public, with respect to the importance to the public welfare, of the national airports system and the airport management profession.

(d) To promote and enhance public understanding and awareness of the importance of continuing educational advancement for the airport management profession and to encourage individual educational achievement and excellence by individuals engaged in the airport management profession through continuing educational opportunities.

(e) To provide opportunities that encourage and promote a diverse population within the airport management profession.

SECTION 3. OFFICES. The Foundation shall maintain an office in the State of Illinois. This office may be the office of the registered agent of the American Association of Airport Executives. The Foundation may also maintain a general office for the transaction of business at any location designated from time to time by the Board of Directors.

ARTICLE II

BOARD OF DIRECTORS

SECTION 1. The Officers and Directors of the Board of the American Association of Airport Executives, Inc. shall be the Board and Officers of the AMERICAN ASSOCIATION OF AIRPORT EXECUTIVES FOUNDATION, INC. The business property and affairs of the Foundation shall be managed and controlled by the Board of Directors.

SECTION 2. The annual meeting of the Board of Directors shall be held on the first day of the annual meeting of the American Association of Airport Executives at such time and place as may be directed by the Chair of the Board of the American Association of Airport Executives in writing to each member of the Board of Directors. Said notice shall be mailed in accordance with the Constitution and Bylaws of the American Association of Airport Executives, Inc.

SECTION 3. No member of the Board of Directors shall be paid any compensation for services as a director, and shall not benefit financially in any way solely by reason of being a member of said Board of Directors.

SECTION 4. No employee of the Foundation shall be elected to or serve on the Board of Directors or the Executive Committee of the Foundation.

SECTION 5. The Board of Directors is responsible for the establishment of policies and for the determination of the program to be followed by the Foundation. The Board of Directors shall consider recommendations submitted by the AAAE Foundation Committee. The Chair of the Foundation Committee shall be appointed by the AAAE Chair. The Board of Directors is further responsible to see and ensure that the policies and programs of the Foundation established and determined by it are fully and faithfully adhered to and accomplished by the Officers, Chair, Foundation Committee and other members of the Board of Directors.

SECTION 6.
(a) The Board of Directors is responsible for seeing that funds are obtained and made available for the maintenance and operation of the foundation; shall have knowledge of and exercise control of the financial accounts and status of the Foundation; is responsible for the establishment and accomplishment of a high standard of selection for the recipients of the scholarships established by the Foundation, and shall meet regularly to receive, consider and act upon the reports of the Chair and committees regarding the problems and progress of the Foundation.

(b) The Foundation shall contract with an independent third party, full service scholarship management company for the provision of at least the following services: customer service, application receipt, evaluation and selection; and notification to successful and non-successful applicants. Neither the Board of Directors, Foundation Committee nor AAAE staff is responsible for the collection, review or evaluation of applications for scholarships.

SECTION 7. All action by the Board of Directors shall be recorded and reported to the membership of the American Association of Airport Executives at its meeting next succeeding such action, and shall be subject to revision or alteration by the membership of the American Association of Airport Executives; provided, however, that no rights or acts of third parties shall be affected or prejudiced by any such revision or alteration.

ARTICLE III

PROXIES

SECTION 1. At each meeting of the Board of Directors, every Officer and Director having the right to vote shall be entitled to vote in person appointed by an instrument in writing.

SECTION 2. All proxies shall be delivered to the Chair of the meeting and entered by him in the minutes of the meeting.

SECTION 3. No proxy shall be in favor of or used by any person who is not an Officer or Director of this Foundation.

ARTICLE IV

SECTION 1. No Officer, Director or member of any committee of this Foundation shall, solely by virtue of his office or position, be entitled to any compensation from the Foundation. No individual, Director or Officer shall derive any financial gain through the Foundation solely by virtue of his or her office or position.

ARTICLE V

DISSOLUTION OF CORPORATION

SECTION 1. In the event this Foundation should be dissolved for any reason whatsoever, all funds in the possession of the Treasurer shall be distributed in accordance with applicable laws of the State of Illinois as now are existing or may be hereafter revised covering the establishment, operation and maintenance of a Not-For-Profit Corporation within the State of Illinois.

ARTICLE VI

SEAL OF CORPORATION

SECTION 1. SEAL. The official seal of the Foundation bearing the following legend:

“AA of AE FOUNDATION INCORPORATED IN 1957” shall be impressed opposite this section of the Bylaws as recorded in the official records of this Foundation. The seal shall be in the charge of the Secretary.

ARTICLE VII

AMENDED BYLAWS

SECTION 1. These Bylaws may be altered or amended, modified or added to by a majority vote of the Officers and Directors of this Foundation at any regular meeting of the Board of Directors or at any Board of Directors meeting called for that purpose.

Approved and adopted April 21, 1961.

Revised January 1972, May 1990, April 1991, May 1994, May 1996, September 2018