About the LAA – History, Officers and Board of Directors, and By-Laws

History

In February 1987, a group of former Langley employees began working with the Office of External Affairs to establish a Langley Research Center Alumni Association. Gary Price in External Affairs had initiated the effort to explore such an organization, and their efforts led to the formation of the LAA.

The acting Chairman of the Board of Directors was William J. Boyer, and the committees and their chairs were: Finance, Edmund A. Brummer; Membership, Domenic J. Maglieri; Nominating, Charles B. King; Program, Donald H. Ward; Social, Abraham Leiss. Betty Joyner was acting secretary/treasurer. These officers served until January 1988 when an annual membership meeting and election of a board was held.

The Alumni’s purpose was to develop, maintain, and enhance the relationship among former employees of the Langley Research Center and provide a mechanism for the Centetr to maintain contact with its former employees. It also provided an organized way for members to support special events at the Center and other activities of mutual interest.

All former NACA/NASA employees of LMAL/LaRC are eligible for membership. Former employees of contractors who had 5 or more years continuous support to the Center are also eligible. The dues were set at $5.00 per year.

The LAA is an active alumni organization today, with a strong supporting relationship with the NASA Langley Research Center. The LaRC external affairs office is a key partner in this valuable alumni organization.

Current Officers and Board of Directors

The 2018 LAA Officers are: President: Roger Ferguson; Vice President and Programs Chair: Damodar Ambur; Secretary: Daniel Palumbo; Treasurer: Fred Morrell; Membership Chair: Dick Davis; Nominating Committee Chair Daniel. Palumbo, and Chair, NACA/NASA Hall of Honor: Duncan McIver; Telephone Committee Coordinator: Bob Feldhousen; E-mail Coordinator: Dick Davis, Duncan McIver; Immediate Past President is Ira Abbott; Registered Agent: Betty Joyner; The LAA website manager is Duncan McIver.

The LAA Board of Directors, by Class are:

2018: Damodar Ambur, Edwin Fasanella, Stewart Harris, Daniel Palumbo, Paresh Parikh

2019:  Carrie Walker Creedon; Fred Jones; George Allison; Dave Reubish; David Rudy; and Jim Pittman

2020: Linda Bangert; Pete Jacobs;  Anthony Pototzky; Bill Tennis; Sharon Stack; Charles Cockrell; Ray Whipple

LANGLEY RESEARCH CENTER

ALUMNI ASSOCIATION, INC.

(LAA)

REVISED BY-LAWS

 NEW DRAFT April 2019

ARTICLE I:  Name

The name of this organization shall be the Langley Research Center Alumni Association, Inc., hereinafter noted as the LAA.  The LAA, Inc is registered in Virginia as a tax-exempt organization under section 501(c)(3) of the Internal Revenue Code.

ARTICLE II: Purpose

The purpose of this organization is to maintain relationships among former civil service and contractor associate employees, herein called Alumni, of the Langley Research Center (LaRC) of the National Aeronautics and Space Administration (NASA) and its predecessor, the Langley Memorial Aeronautical Laboratory of the National Advisory Committee for Aeronautics (NACA) and to provide a mechanism for the Center to maintain contact with Alumni to the mutual benefit of the Center and the Alumni.

ARTICLE III:  Membership of the LAA

The LAA shall be open to:

a. All former civil service and contractor employees of the NACA/NASA Langley Research Center who have either retired or left employment in good standing.

b. Current civil service and contractor employees of the Langley Research Center who are eligible to retire.

c. The surviving spouse of an individual who qualified for membership.

Members shall pay annual dues to the Treasurer during the first quarter of each Calendar Year. For new members, dues for the first year are waived.

ARTICLE IV: Management

Section 1 – Board of Directors

The control and management of the LAA shall be vested in the Board of Directors, hereinafter noted as the Board.  The Board shall manage the affairs of the organization according to the objectives of the organization and in compliance with local, state, and federal laws as applicable to the mission and funding of the organization.

Section 2 – Composition of the Board

The Board shall be composed of the Executive Committee and no fewer than fifteen (15) and no more than twenty-one (21) Members-at-Large.  Board complement shall be at the discretion of the Executive Committee.

Section 3 – Executive Committee

a.  The Executive Committee shall consist of the immediate past President, the President, Vice-President, Secretary, Treasurer, and the Chairs of the Membership, Nominating, Hall of Honor and Programs Committees. These members of the Executive Committee shall have full voting rights on the Board. Additionally, an Ex Officio Member of the Executive Committee will be assigned by Langley Research Center management.

b.  The Executive Committee shall set its meetings at a time and place mutually agreeable to its members but shall meet at least quarterly.  A Board meeting may replace an Executive Committee meeting.  The Executive Committee shall carry out the business of the Board between regular Board meetings and report to the Board on its actions.

Section 4 – Meetings of the Board

a.  All Board meetings are open to any member in good standing.

b.  Regular meetings of the Board shall be held at a time and place mutually agreeable to the Board, such as after the monthly meeting of the LAA, but not less than quarterly.  The President, or his assigned designee, shall brief the general membership on actions taken by the Board at the previous Board meeting.

c.  A quorum for the purpose of conducting business shall be 50% of the Board membership with at least two Officers present.

d.  The Board shall be seated at the regular Annual Meeting of the Membership to be held during the first quarter of the calendar year.

e.  The President or any Board member may call special Board meetings by informing all Board members at least 2 days in advance.

f.  Each Board member may authorize another member of the Board to act for him or her by written proxy.

g.  Board members shall receive minutes and agendas prior to meetings.

Section 5 – Resignation or Removal from Office

a.  Any Board member, including members of the Executive Committee, wishing to resign from the Board shall submit their resignation, in writing, to the Board.

b.  Death of any Board member shall constitute resignation.

c.  Failure of any Board member to attend or provide a proxy for more than 50% of Board meetings in a calendar year may result in removal from office by a two-thirds vote of the Board, providing a quorum is present.

d.  Failure of any Board member to perform any required duties or comply with these bylaws may result in removal from office by a two-thirds vote of the Board, providing a quorum is present.

Section 6 – Vacancies on the Board

Vacancies on the Board may be filled from a slate presented by the Nominating Committee to the Board.  Upon election by the Board, the Board member(s) shall fill the unexpired term(s).

Section 7 – Dues

The dues shall be used to facilitate the mission of the LAA, that is, to nurture relationships among Alumni and with the Langley Research Center.  Examples of such expenditures are: maintenance costs of the LAA website, speaker honoraria and Hall of Honor plaques.  Expenditures outside this scope, for example to a charity, may be considered as well.  All expenditures shall be approved by the Board.

Annual dues for the coming year shall be set by the Board before the 4thquarter of the current year.

Section 8 – Order of Business

The order of business for this Board shall be “Robert’s Rules of Order,” revised.

ARTICLE V: Officers

Section 1 – Nomination and Election of Officers

The Board shall elect a President, Vice President, Secretary, and Treasurer from the Board’s membership.  Nominees for Officers shall be voted upon at a meeting within 30 days after the Annual Meeting of the Membership. The Chair of the Nominating Committee shall call and preside at the special meeting until the Officers are elected from the Board.

Section 2 – Term of Office

Officers will be elected for a term of one (1) year, or until their successor takes office. No Officer shall hold more than one office at a time, and no Officer shall be eligible to serve more than two consecutive terms in the same office. However, an exception can be made to the two-year term limit with Board approval. Members-at-Large are eligible to serve in any office of the Executive Committee(ARTICLE IV, Section 3) at the discretion of the Board. If a Member-at-Large is elected to serve as an Officer, then their Member-at-Large position will be considered vacant.

Section 3 – Duties of the Officers

a.  The President shall be the Chief Executive Officer of the organization and shall carry out the directives of the Board.  The President shall annually appoint Chairs to the Standing Committees of the Board.

b.  The Vice President shall carry out all powers and functions of the President in the absence of the President.  The Vice President shall chair the Programs Committee unless otherwise directed by the Board.  The Vice President shall further perform such duties as may be prescribed by the Board.

c.  The Secretary shall keep the minutes of the Board.  The Secretary shall also keep and maintain membership records, in conjunction with the Membership Committee, and other records as directed by the Board.  The Secretary shall see that regular updates of information are communicated by email to the membership and provided to the LAA website.

d.  The Treasurer shall collect dues from all members and all money from other sources and keep an accurate and complete record thereof; oversee the care and custody of all funds and securities of the organization and shall assure deposit of funds in the name of the Organization; submit a financial report at all regular Board meetings; and prepare a financial report of the year’s receipts and expenditures and submit for audit at the end of the calendar year.

ARTICLE VI: Members-at-Large

Section 1 – Nomination and Election of the Members-at-Large of the Board

Nominations for Members-at-Large shall be submitted by the Nominating Committee and sent by email from the Secretary to the membership, and posted on the LAA website, http://www.larcalumni.org, at least three (3) weeks before the Annual Meeting of the Membership.  Also, any dues paying member of the LAA may nominate other candidates to fill vacancies by filing the names of such candidates with the Secretary at least two (2) weeks before the Annual Meeting of the Membership.  The dues paying members present at the Annual Meeting of the Membership in person and in good standing shall constitute a quorum, and these members shall vote on the nominees.  To be elected, a nominee must receive a majority vote of the voters who are present.  If there is no election on the first ballot for one or more of the vacancies, a vote shall be made on another ballot between the candidates not receiving a majority vote on the first ballot.  In cases where the nomination slate is equal to the positions to be filled, then the ballot, on motion, may be dispensed with and the slate of Members-at-Large elected by acclamation.

Section 2 – Terms of the Members-at-Large of the Board

Terms of the Members-at-Large of the Board shall be for three (3) years.Once the term expires, a Member-at-Large cannot be nominated to serve on the Board for at least one year.  One-third of the Members-at-Large, or as many as necessary to fill the Board complement, shall be elected yearly.  All Members-at-Large shall officially take office at the Annual Meeting of the Membership.

Section 3 – Duties of the Members-at-Large

Members-at-Large will represent the general membership to the Board.

ARTICLE VII: Committees of the Board

The Board shall have the following Standing Committees: Membership Committee; Nominating Committee; NASA Hall of Honor Committee; and Programs Committee.  The President may also appoint Ad Hoc committees as deemed necessary.

Section 1 – Appointment of Committee Chairs

The Chairs of the Standing Committees shall be appointed by the President in the first quarter of the Calendar Year.

Section 2 – Term of Office

The Chairs of the Standing Committees shall serve a term of one (1) year from the time of their appointment. They may be replaced by appointees of the President before their term expires

Section 3 – Duties of the Committees

a.  Membership Committee

The Membership Committee shall maintain a record of membership status to assist the Secretary.

b.  Nominating Committee

The Nominating Committee shall provide the membership with a slate of nominees for Member-at-Large positions when such positions become vacant. The Nominating Committee shall also provide a slate of nominees for Executive Committee positions and oversee all elections.

c.  The NASA Hall of Honor Committee

Hall of Honor Committee, in partnership with the NASA Langley Research Center, shall develop a Hall of Honor (HoH), which provides a means by which distinguished Langley Research Center researchers and managers may be honored for their exemplary careers and contributions to NACA, NASA and the nation. The HoH also provides a focused opportunity for the local aerospace community to reflect on the contributions of these notable individuals who made enduring impacts on aerospace technologies.

d.  Programs Committee

The Chair of the Programs Committee shall be the Vice President unless otherwise appointed by the Board. The Programs Committee is responsible for scheduling speakers for the membership’s monthly meetings and organizing activities such as the Summer Picnic and Fall Luncheon as well as other activities as determined by the Board.

e.  Ad Hoc Committees

Ad Hoc committees are authorized for a period of one (1) year.  Any LAA member can propose an Ad Hoc committee to the President.

ARTICLE VIII: Memberships and Affiliations

Section 1 – Liaison with LaRC

The official LAA interface with the Langley Research Center shall be through the Langley Office of External Affairs (or the LaRC organizational unit currently responsible for this function).  The Head of this Office will serve as or designate the Ex Officio Member of the Executive Committee.

Section 2 – Cooperative Relations

The Board shall work cooperatively with NACA/NASA organizations or any other organizations with similar goals.  The Board shall review such memberships and affiliations annually.

ARTICLE IX: Amendment of the By-Laws

These By-Laws may be amended by written notice of the proposed change to the Board and membership two (2) weeks prior to the Annual Meeting of the Membership or a special meeting of the Membership, at which time the change will be presented to the membership for comment.  The amendment shall be voted upon at the next Board meeting.  Two-thirds vote of the Board, providing a quorum is present as defined in Article IV, Section 4(b), is necessary to ratify an amendment to the By-Laws.

ARTICLE X: Dissolution

In the event of dissolution of the LAA, assets of the Corporation shall be disbursed, per recommendation of the then current Board, to other appropriate non-profit corporations qualifying as a tax-exempt organization under section 501(c)(3) of the Internal Revenue Code.