1. AIAA Governance Q&A January 2016

2. 2 Constitution is restrictive; no flexibility The Constitution specifies that there should be a certain number of Board members and is very specific about where they come from. 8 Vice Presidents from specific standing committees. What if we wanted to change the type of standing committees? Add one? Subtract one? Why do only certain types of committees get elected representation? What if it is decided another area is strategically important enough to have a member elected representative in leadership? Cannot do that with our current Constitution.  Current example: Our Corporate Member Committee has no elected representation  Current example: Our Program Committees, buried in TAC, have no member elected representation.  We have one International region- why do we not break this down, at least, into Continents? People join for different reasons. Australia has sections, for example. In Europe we have members who are also members of sister societies. In Asia, people join purely for the technical access. Treasurer is an appointed staff position, should be a member position

3. 3 Our Board is bandwidth limited Our Board members are doing a great job at managing the operations and current activities of the Institute  Difficult to start cross-siloed types of activities.  Who is charged, in our current structure, with strategically looking at areas where we could be building new cross functioning committees and nurturing those communities? –Theoretically a Board should be doing this, but because of how we form ours they have primary responsibilities to their communities to keep things running that takes all of their time. –Program committees are trying to do this… There is limited time/energy left to be researching and thinking about the future and what AIAA should be doing next. Puts AIAA in a more reactive than proactive Board. Attempt to create a work-around: the Institute Development Committee (appointed not elected), created an inefficient operational structure with no accountability to execute.

4. 4 Need a balanced system Need to create a system that includes the strong member driven, member leadership component of the AIAA but includes a group that can spend time and energy focusing on the Aerospace industry and how AIAA can remain current. This is, by definition, the responsibility of an organization’s “Board”. Implies the need for creating another governing body (the House of Delegates) to focus on and continue leading, via direct representation, the member driven activities that are ongoing. It is important that the system be set up to provide transparency and clear processes as well as ensure member input and representation are present. Necessary to formalize the concept with its checks and balances into our governance system so it will be understood.  The President appoints the IDC, which is acting, more or less, as a “de-facto” Board; no member accountability  The nomination process defined in the Constitution, does set term limits for committee members. Term limits are a check and balance that are needed to maintain a diversity of engagement.

6. Proposed Changes to Constitution ARTICLE I NAME AND OBJECTIVE PURPOSE  Name Unchanged  PurposeUnchanged  Gender UsageDeleted, not needed ARTICLE IIBYLAWS  Bylaws Unchanged  Bylaws Amendments Increased number of days for vote ARTICLE IIIMEMBERSHIP  EligibilityUnchanged  Definition of GradesUnchanged  PrivilegesUnchanged  Expulsion/Suspension  By-laws 6

7. Proposed Changes to Constitution ARTICLE IVORGANIZATIONS  Sections  By-laws  Regions  By-laws  Technical Groups  By-laws  Student Branches  By-laws ARTICLE VMANAGEMENT  Membership ControlUpdated  Board of DirectorsUpdated  Corporate Officers  By-laws  Vacancies  By-laws  National Standing, Technical, and Program Committees  Policies  Secretariat  By-laws  Fiscal Year  Policies 7

8. Proposed Changes to Constitution ARTICLE VINOMINATIONS AND ELECTIONS  Nominating Committee  By-laws  Regional Advisory Committee  Policies  Submission of Nominations  Policies  Nomination by Petition  Policies  Ballots  Policies  Elections  By-Laws  Tenure  By-Laws  Restrictions on BenefitsUnchanged 8

9. Proposed Changes to Constitution ARTICLE VIIMEETINGS  Business MeetingsMove to By-Laws  Special Bus. MeetingsUnchanged  Conduct of MeetingsUpdated  QuorumUnchanged  BoD Meetings  By-Laws  Annual Meeting  By-Laws  Additional Meetings  By-Laws  Quorum  By-Laws  U.S. and Intern. Tech. Meetings  Policies ARTICLE VIIICONSTITUTIONAL AMENDMENTS  Const. AmendmentsUnchanged –Letter BallotsUnchanged –AdoptionUnchanged 9

10. 10 The Imperatives Behind the AIAA Governance Change The AIAA Governance model was formed 50 years ago, in a completely different environment, when two organizations merged. The structure was designed to facilitate communication and the flow of information. Given the technology of today, we are not operating as efficiently as we could be. The governance structure needs to evolve to take into account modern methods of communication and information flow.

11. The Imperatives Behind the AIAA Governance Change Our governance model is designed to maintain and execute activities that we are traditionally used to doing. It does that very well. But it lacks a strategic capability or the ability to facilitate new endeavors. The Aerospace industry has evolved a lot over the last fifty years and AIAA needs to be able to evolve with it. Our current governance model does not allow that kind of flexibility and evolution. 11 We need a governance structure that will continue to foster and maintain our community while also having the ability to continually strategically incorporate new areas of Aerospace into the community as the industry evolves.

12. The Imperatives Behind the AIAA Governance Change Out governance structure has built in limits on how many people can engage in our communities. This was partly driven by the limits on communications and information flow. Those limits no longer are a barrier. Membership has continued to decline for a variety of reasons, our internally imposed limits being just one of many factors. 12 We need to establish a governance structure that allows for maximum engagement of Aerospace professionals with the Organization.

13. 13 Charting a Course for Success In January 2014 a Blue Ribbon Panel (BRP) established by the Board to examine the efficacy of the AIAA Governance Structure, benchmarking it against our peers in the not-for-profit sector, and recommending appropriate improvements to the Board of Directors (BoD).  Reviewed various aspects of the Institute including financial health, volunteer and staff responsibilities and management of the programs/services AIAA is known for  Assessed current governance structure’s ability to navigate an increasingly dynamic and complex environment The BRP findings showed that FUNDAMENTAL CHANGE was not only necessary but critical to the long-term health of AIAA

14. 14 Charting a Course for Success Using a “systems engineering” style approach GWG, working with the Board of Directors and the IDC, has  Established 21 Performance Requirements to improve upon our existing governance model  Conducted a “Gap Analysis” on each of the 21 Performance Requirements  Developed a recommended governance structure to reconcile the gaps and meet the requirements Guiding Principal: How to maintain the important member driven energy of the Institute while incorporating strategic planning and flexibility for evolution. Seeking an outcome that allows the Institute to evolve and be Relevant Change is necessary to evolve!