Bylaws of the Clean Energy and Water Division
A Topical Division of the
American Solar Energy Society
(The US Section of the International Solar Energy Society)

Preamble:

      These Bylaws are the basis of organization and function of the Clean Energy and Water Division of the American Solar Energy Society (ASES), as prescribed by the ASES by-laws.  The bylaws of ASES shall take precedence in case of conflict between the ASES bylaws and the bylaws and operation of this Division

ARTICLE I – NAME

Section 1: The name of this organization, created in 2005, shall be the Clean Energy and Water Division of the American Solar Energy Society.

ARTICLE II – PURPOSES AND ACTIVITIES

Section 1: Purposes.   The purposes of the Clean Energy and Water Division will be to promote the development, exchange, and utilization of information on the use of clean, renewable energy for supplying clean water for drinking, agriculture, and other beneficial uses, to encourage research and education in the field, and to promote widespread development and use of renewable energy

Section 2:  Activities.  The Clean Energy and Water Division will provide support to ASES in the planning and execution of conferences, symposia, and other types of meetings, and it will support the activities of ASES in publication, dissemination of information, and similar matters through development of workshops, sessions, forums, publications, and distributions of information using a variety of media.

 ARTICLE III – MEMBERSHIP

Section 1: Membership shall be open to any ASES Professional member who shares the aims of the Division as specified in Article II.

ARTICLE IV – DUES

Section 1: The fiscal year of this Division shall be the calendar year.

Section 2: The dues, if any, of this Division shall be those fixed by the Division Board as defined in Article V, subject to the approval of the ASES Board of Directors.

Section 3: Membership in this Division carries no liability other than payment of such dues.

ARTICLE V – GOVERNMENT

The Division shall be governed by the Division Board.

Section 1  Officers: The Officers of the Division shall serve on the Division Board, and shall consist of a Chairperson, a Vice Chairperson, and a Secretary/Treasurer.  The Division officers shall be elected by the full Division membership, according to the procedures specified in Article VII.  The term of office shall be two years, the term beginning on January 1 of the year following their election.  No officer shall serve in the same office for more than two consecutive terms.  Division Officers shall be voting members of the Division Board from the time of election until their term in office is complete.

Section 2  Additional Division Board Members: In addition to the three Officers, the Division Board shall consist of a person chosen by the Chair to serve as Newsletter Editor and the immediate past Chair, all of whom shall be voting members of the Board.

Section 3  Vacancies: The Division Board may at any time fill any vacancies in the elective offices from the Division membership, including the present Board, with the person so named to hold office until the expiration of the normal term of office of the person replaced.  The Division Board may replace any Board member who misses three consecutive meetings. The Vice Chair will become the Chair if the Chair resigns within his/her term. If both the Chair and Vice-Chair positions are vacated during the same year, then the Secretary/Treasurer will assume the role of Chair until the next division election at which new officers will be elected.

Section 4  Annual Board Meeting: An annual meeting of the Division Board (by conference call or in person) shall be held prior to the annual division meeting at the annual ASES conference.  Half or more of the members of the Board shall constitute a quorum.  Reasonable notice of the time and place of such a meeting shall be given to members of the Division Board   The secretary shall record minutes of each such meeting and communicate them to the entire Division Board.  At a minimum these minutes shall record votes and action items agreed to by the quorum.

Section 5  Other Board Meetings:  The Division Board will strive to have additional Board Meetings, to be held by conference call prior to ASES Board meetings, subject to the same rules as in section 5, above.

Section 6  Robert’s Rules: Robert’s “Rules of Order” shall be parliamentary authority for procedure in all meetings and in all matters not covered in the Bylaws.

ARTICLE VI – OFFICERS’ DUTIES

Section 1: Duties of the Chairperson:   

A   The Chairperson will normally preside at all general meetings of this Division; chair the Division Board; maintain communications with the ASES Divisions Committee Chair and the Division’s representative to the ASES Board of Directors (when applicable); and participate in ASES Division Chairs’ activities.  The Chairperson (or designate) shall be the principal official Division contact with the ASES staff.

B   The Chairperson shall represent the Division in dealing with outside agencies, serve as an ex-officio (non voting) member of all Division committees, communicate to the Division such matters and such suggestions as may tend to promote the welfare of the Division, and transact business on behalf of the Division. If the Chairperson is different from the Division member elected to the ASES Board of Directors, then the Chairperson will also provide information to the ASES Board representative prior to each ASES Board meeting.

C.  Upon completion of his/her two-year term the Chair shall become the Past Chair

Section 2:  Duties of the Vice-Chairperson
       It shall be the duty of the Vice Chairperson to perform such functions as may be delegated by the Chairperson and to act in the place of the Chairperson in the event of the Chair’s inability to act or resignation.          

Section 3:  Duties of the Secretary-Treasurer

A   The Secretary-Treasurer shall be responsible for issuing notices; keeping minutes of meetings and financial records as needed; and performing such administrative duties as the Division Board shall specify.

B   If applicable, an annual financial statement shall be submitted on a schedule determined by the Treasurer of the American Solar Energy Society, prior to the ASES Board of Directors spring meeting following the end of the fiscal year for which the report is applicable.

Section 4:  Duties of the Newsletter Editor
A  The Newsletter Editor, appointed by the Chairperson, shall serve on the Division Board, shall be chair of the Newsletter committee, and shall be primarily responsible for generating Division Newsletters.

B. The Chair shall approve newsletters, or the Chair’s designate, prior to circulation.

C.  The Newsletter Editor shall coordinate with ASES HQ staff to post the newsletter on the ASES website, and distribute the newsletter in other ways, as appropriate.

Section 5:   Duties of the Past Chair

      The Immediate Past Chair shall serve on the Division Board.  The Past Chair will also be Chair of the Nominations Committee.

ARTICLE VII – NOMINATIONS AND ELECTIONS

Section 1  Frequency: Elections shall be held every two years or as needed to fill vacated positions. 

Section 2  Division Officers and Board: Elected Board Members will serve terms of  two year duration beginning on January 1. Officers and Board terms shall be staggered so as to provide continuity between one Board and the next.  Vacancies will be addressed as prescribed in Article V Section 4.

Section 3:  Nominating Committee.  A nominating committee of not fewer than three members, and, chaired by the Past Chair of the Division, shall be appointed by the Division Board from the members of the Division

Section 4: Nominations for any Division Officer or ASES Board of Directors representative may be submitted via e-mail to any member of the Nominating Committee, no later than one month prior to the ASES annual conference.  The Nominating Committee will present the slate of nominees at the annual Division meeting at the ASES conference.  At this time, additional nominations can be put forth by the membership at the meeting.  The slate of candidates for Division Officers, and ASES Board of Director representative will be finalized in time for the ASES ballot process.

Section 5 Election Protocol.  The Secretary shall provide the ASES staff with an electronic statement (400 words maximum) on background and education and a position statement (100 words maximum) by each nominee to be included in an electronic Division ballot or as appropriate, the ballot for ASES Board of Directors by two weeks before the ASES election.  To be valid, returned ballots shall be postmarked (or emailed if this option is available through ASES) no later than the time indicated by ASES Executive Director on the ballots, as prescribed by the ASES by-laws.  Elected Division Officers, Division Board members and ASES Board of Director Representative shall assume their responsibilities on January 1, following the election.

Section 6  Resolution of Tie Votes.   In the case of a tie vote for a Division office, the Division Board shall resolve the tie. 

Section 7  In the election of the Division Board members, the individuals receiving the largest number of votes shall be deemed elected.

ARTICLE VIII – COMMITTEES

The Division shall have the following standing committees:

Section 1  Nominating Committee: Its duty shall be to develop, as necessary candidates for; Chairperson, Vice Chairperson, Secretary-Treasurer, Newsletter Editor, and, in years when the Division is assigned a seat, two Division Nominees for ASES Board Representative (to be voted on by the full ASES membership).  The list of these recommended candidates will be circulated via email to the full division membership and the membership will be allowed to make additional recommendations before the annual ASES conference.  The final list of nominees for a given year shall be selected one month prior to the ASES general election.  Nominees, provided they have accepted the nomination in writing, do not have to be present at the annual ASES conference to be placed on the Division specific ballot for officers or the ASES ballot for the Division’s representative to the ASES Board of Directors.

Section 2: Audit Committee, consisting of three members appointed by the Executive Board, which shall conduct an annual audit of finances if funds are collected or expended.

Section 3:  Newsletter Committee, chaired by the Newsletter Editor.
The Newsletter Editor appointed by the Chairperson; shall work with the Chairperson, the Secretary-Treasurer, the Board Representative, and other volunteer members of the Division, to generate an electronic Newsletter at least six weeks prior to the ASES Annual Conference.  This newsletter shall contain news about the conference, the Division meeting and the time it is scheduled, and other items of interest to the Division membership.  It shall also be a goal to have a quarterly newsletter for the Division.

Section 4:  Program Committee, chaired by the Vice Chairperson, whose makeup and duties are to be defined by the Executive Board.

Section 5:  The Executive Board shall appoint any other committee it deems necessary.

ARTICLE IX – MEETINGS

Section 1: There shall be an annual business-and-general meeting of the members of the Division during the ASES Annual conference.  At this meeting, the Officers of the Division shall report to the membership the state of affairs of the Division, including a financial statement, if applicable.  Notice of this meeting shall be emailed to members of the Division at least 30 days before the meeting date.

Section 2:  At the annual meeting, Division recommendations for Technical Review Committee members for the next ASES annual meeting are determined, and at least two nominees to run for the Division Officers and Division Representative on the ASES Board of Directors are discussed, when appropriate. 

Section 3: The Division Board may call other business meetings of the Division upon email notice to all members, distributed at least 10 days before the meeting date.

Section 4: Meetings of the Division Board may be called upon request of the Chair or three or more members of the Board, the advance period of notice to be determined by the Board.  Such meetings may be accomplished by conference call.

ARTICLE X – AMENDMENTS

Section 1: Amendments to these Bylaws may be made, upon 30 days notice regarding proposed amendments, by a majority vote of the Division membership voting at any annual or general meeting, or through email ballot vote.

ARTICLE XI – AFFILIATION REQUIREMENTS

Section 1: This organization shall be affiliated as a Division of the American Solar Energy Society.  It shall meet the requirements for such affiliation as prescribed in Article XIV of the Bylaws of the American Solar Energy Society.

Section 2.  Dissolution:  Upon dissolution of the Division for any reason, any funds held by the Division shall revert to the Divisions Committee, or to an appropriate organization specified by the Division and approved by the ASES Board.

Section 3.  Resolution of Conflicts:  If these bylaws are found to be in conflict with the ASES bylaws, the ASES bylaws will prevail.  Division related conflicts shall be resolved by the ASES Ethics Committee.