We, Engineers, Architects, and Information Technology professionals and students of Arab heritage by ancestry or affinity, residing in the United States of America, recognizing the need for constructive technical interaction among various engineering, architectural, and information technology disciplines, and desiring to enhance our professional development do hereby promulgate the following Constitution and By-Laws:
ARTICLE I – NAME, PLACE OF REGISTRATION AND OBJECTIVES
Section 1. Name: Arab American Association of Engineers and Architects (AAAEA) - Capital Area (MD, VA, and DC).
Section 2. Place of Registration: State of Maryland, United States of America.
Section 3. AAAEA is a tax exempt, non-profit 501 (C) (3), non-political, and non-religious association, with the following objectives:
A. To further the Public Welfare in relation to engineering and architectural knowledge and to act upon matters concerning the Engineering, Architectural, and Information Technology Professions.
B. To promote cooperation and mutual assistance among its members.
C. To provide resources for review courses that help members and non-members prepare for examinations in order to become licensed as professional engineers, registered architects, and certified information technology professionals; and to conduct technical seminars to update members' knowledge in technology and regulations affecting the engineering, architectural and information technology professions.
D. To establish scholarship programs to assist qualified and talented students in their academic studies to pursue engineering, architecture, and information technology careers.
E. To cooperate with other professional organizations in relation to matters consistent with the by-laws, and the professional ethics and standards.
F. To establish a presence in the Engineering, Architecture, and Information Technology professions.
G. To serve the professional interest of the general membership and to strive to promote professional consciousness and fellowship through collective interdisciplinary activities all in accordance with recognized and established professional ethics, and within applicable laws.
H. To promote and assist the creation of student chapters at colleges and universities in the Capital Area.
I. To only engage in activities that are consistent with the organization exempt status as prescribed in the Federal income tax laws/Internal Revenue Code section 501(c)(3).
J. To not engage or participate, directly or indirectly, in any political activities or lobbying activities aimed at influencing legislation; and shall not participate or intervene in any political campaign on behalf of any candidate running for public office.
K. To promote community outreach and involvement that will impact our community in a positive way via programs and events.
ARTICLE II – GENERAL MEMBERSHIP
Section 1. Definition of an Engineer, Architect, or Information Technology or their closely related fields (Graduate): Any person who holds a college degree (e.g. AA, ASc, BA, BSc, BEng, Dipl.-Ing, DI, Dr.-Ing, Bachelors, Masters, MBA or Doctorate) in Engineering, Engineering Management, Architecture, or Information Technology from an accredited institution, college or university, or is practicing or retired from any of these professions.
Section 2. Regular Full Members are those individuals, defined by Article II, Section 1, who subscribe to these By-Laws and who are Arab, American-Arab, or of Arab ancestry or affinity of any kind residing in the United States of America and/or residing temporarily in other countries and who intend to come back to reside in the USA. The Regular Full Member shall have the right to vote on all proposals submitted to the membership at large and the right to attend all meetings of the Association. The Regular Full Member is also eligible to hold any office and receive any honor bestowed by the Association.
Section 3. Associate Members, are those individuals who do not meet the requirements of Article II, Sections 1 or 2, and who have expressed and demonstrated interest in the Association. Associate Members shall have all the privileges of the Regular Full Members, including the right to attend and participate in all meetings of the Association, except the right to vote or to hold any office in the Association.
Section 4. Honorary Members are individuals who are distinguished in their professions or individuals whose contribution to Engineering, Architecture or Information Technology or any of their closely related fields is so outstanding that it is of lasting importance to the advancement of the whole fields of Engineering, Architecture or Information Technology (including but not limited to distinguished members of the Engineering, Architecture or Information Technologies’ Communities, Scientists, Professors, and Professional Business Women and Men), and that are chosen by the Executive Board of the Association to join the Association. The Honorary Members shall have all the privileges of the Regular Full Member including the right to attend and participate in all meetings of the Association, except the right to vote or to hold any office in the Association.
Section 5. Student Members are students who are studying Engineering, Architecture, or Information Technology and have the interest to participate in the Association. The Student Member shall have all the privileges of the Regular Full Member including the right to attend and participate in all meetings of the association, except for the right to vote or to hold an office, except in a student chapter that is affiliated with the Association.
Section 6. Life Members are members age sixty and older, have been in good standing with the Association for a minimum of ten (10) years, and who are retired from actively practicing in engineering, architecture, or information technology jobs or employment. To become a Life member, the member shall make a written request to the Executive Board for such a membership classification or he must be nominated by an Executive Committee Member. The Life Member shall have all privileges of the Regular Full Member including attending and participating in all meetings of the Association, and shall have the right to vote and hold an office provided such Life member fulfills the requirements of a Full Member classification.
Section 7. Corporate Members are those companies engaged in the professions of Engineering, Architecture or Information Technology who have expressed and demonstrated interest in the Association. A Corporate Member shall be granted up to 5 individual memberships assuming those individuals meet the conditions set forth in Article II, Sections 1 or 2. These members shall have all privileges of the Regular Full Member including attending, participating in all meetings of the Association, and have the right to vote or hold an office, subject to the requirements of Article II, Sections 1 and 2.
Section 8. Membership in the Association shall be accomplished by submitting an application form as approved (from time to time) by the Association and upon a vote of approval for the candidate to join the association by the Membership Committee and the payment of dues. Membership dues must be paid at the beginning of the new-year, or at the time of joining the Association.
Section 9. All members are entitled to receive, a copy of the By-Laws of the Association upon written request. Those same By-Laws shall also be posted on the Associations’ website at www.aaaeadc.com for access by all Members of the Association.
ARTICLE III – BUDGET, DUES AND DONATIONS
Section 1. Dues.
A. The annual membership fees for Regular Full Members, Associate Members, Student Members and Corporate Members will be determined by the Executive Committee and up-dated on a yearly basis.
B. The Honorary and Life Members shall be exempt from paying any membership Dues.
C. The Corporate Membership Dues shall be set at five times the annual Membership Dues set for an individual Regular Full Member and shall be paid annually.
Section 2. The Association may accept donations and contributions, and engage in fundraising activities subject to the requirements of pertinent laws and regulations and shall not engage in any conduct that is prohibited by the terms of the Internal Revenue Code section 501(c)(3).
Section 3. Operating Funds: The Operating Funds of the Association shall consist of fees, dues, contributions, donations and other amounts which may have been received or collected under the foregoing sections. Such funds shall only be disbursed by authority of the Executive Board, except as expressly authorized in other articles and sections of these By-Laws.
Section 4. Scholarship Trust Funds: These are funds earmarked by the Executive Board for the purpose of granting scholarships as described in Article X of these By-Laws.
Section 5. The fiscal year shall be each calendar year spanning the period from January 1 to December 31. The outgoing Executive Board shall present a budget for their activities during the General Assembly Meeting in November of each year.
Section 6. All Disbursements and financial activities shall be signed by the President and/or the Treasurer.
Section 7. No part of the earnings of this Association shall be distributed to its members, trustees, officers, or other private persons except for paying reasonable compensation for actual services rendered or expenses paid and related to the operation of the Association including travel stipend to the AAAEA National Conference or other official Association business.
ARTICLE IV – EXECUTIVE COMMITTEE, TENURE AND DUTIES
Section 1. The Association will be run by an Executive Committee which shall comprise the following Officers: the President, Vice President, Secretary, Treasurer, Public Relation Officer for Maryland, and Public Relations Officer for DC/Virginia.
Section 2. The President, Vice president, Secretary, Treasurer, and Public Relations Officers will have a one (1) year tenure. The President may not serve for more than two consecutive terms in the same office. All Officers shall be elected on a yearly basis.
Section 3. The tenure of Officers as defined in Section 1 of Article IV of these By-Laws and Committee Chairpersons as defined in Article VIII of these By-Laws starts from first of January following the election during the General Assembly Meeting and ends on December 31 of the same year.
Section 4. The duties of the Officers shall be:
A. General Duties of all Officers and Chairpersons as defined in Article VIII of these By-Laws shall be to perform the duties and responsibilities necessary to implement the provisions of the By-Laws of the Association and to insure that all activities of the Association conform to all Federal, State and Local laws.
B. The President shall: (a) preside over all meetings of the Executive Board as defined in Article V of these By-Laws, General Assembly as defined in Article VII of these By-Laws and Special meetings; (b) administer the day to day activities of the Association; (c) approve disbursement of funds not to exceed five hundred dollars ($500.00) for each specific purpose in the proper administration of the Association and for other disbursement of funds as specifically authorized under Article III, Section 4; (d) deliver the annual report of the State of the Association to the General Assembly; (e) call Special Meetings as needed; (f) sign all necessary organizational documents; (g) represent the Association in technical, civic and social activities, and (h) appoint an Ad Hoc Financial Review Committee. The appointment of the Financial Review Committee shall be reviewed by the Board of Trustee as defined in Article VI of these By-Laws. The Financial Committee shall consists of a minimum of two (2) members and shall be delegated to audit all the Association’s finances and give a full report to the Executive Board and to the General Assembly.
C. The Vice President shall: (a) assume the duties of the President in his/her absence; (b) perform duties delegated to him/her by the President; and (c) in case of death, absence or disability of the President assume and discharge all the duties and functions of the President.
D. The Secretary shall: (a) keep the minutes of all meetings; (b) handle all official correspondence; (c) keep and file records of the minutes of the meetings of the Association and of all other papers pertinent to the members and the Association; (d) keep a complete roster and directory of members, file of activities, awards and requests for meeting of the Association; (e) send all members in good standing reports, copy of the By-Laws and publications when requested or make them available on the association website; (f) attend to all correspondences of the Association; (g) prepare the agenda for all meetings of the Association in consultation with the President; and (h) send out appropriate notices for meetings or other functions of the Association or the Executive Board.
E. The Treasurer shall: (a) handle all official financial transactions of the Association, such as collection of dues and payment of bills; (b) issue accurate financial reports to the Executive Board upon request and a properly reviewed semi-annual financial statements to the members and the proper government agencies; (c) be the custodian of all funds and properties of the Association; (d) keep current, correct and accurate accounts of funds, properties, assets and liabilities of the Association, and have such accounts open to examination at all reasonable hours by any member or government agencies; (e) deposit all checks, notes and negotiable instruments and disburse funds as authorized by the President; and (f) present financial reports during meetings of the Executive Board and General Assembly.
F. The Public Relation Officers shall, while coordinating with the rest of the Executive Committee officers: (a) prepare or edit publications for internal and external audiences; (b) respond to requests for information from the media or designate another appropriate spokesperson or information source; (c) initiate and maintain cooperative relationships with representatives of community, other organizations, public interest groups, and private firms; (d) plan and direct development and communication of informational programs to maintain favorable public and members perceptions of the association’s accomplishments and agenda; and (e) represent the organization at various events hosted by other institutions and attend special outreach events to advance the interest of AAAEA.
Section 5. When a vacancy(s) arise(s) due to resignation or inability to perform duties and responsibilities of any position where no succession is provided in the By-Laws, the President, with concurrence of the Executive Board, shall appoint any qualified member to fill such vacancy until the next election.
ARTICLE V – EXECUTIVE BOARD
Section 1. The Executive Board shall be the governing body of the Association and shall be comprised of the Officers of the Executive Committee and the Standing Committee Chairpersons. The Board of Trustees, as defined in Article VI of these By-Laws shall be informed of all the meetings and have the right to send a representative to attend them. Minutes of all the meetings of the Executive Board should be sent to the Board of Trustees.
A. The Executive Board shall manage the affairs of the Association in conformity with the provisions of the By-Laws.
B. The Executive Board shall hold a regular meeting at least bi-monthly (Once every two months) at a time and place designated by the President. Special meetings may be held as required by the President or by a request of at least three (3) members of the Executive Board.
C. Members of the Executive Board shall not receive any compensation for their services as Officers and Committee Chairpersons of the Association. The Executive Board shall define the compensation of all services hired by the Association in carrying out its business and affairs.
D. Minutes of all meetings of the Executive Board shall be kept and carefully preserved as a record of the business transacted at such meetings.
E. Any Officer or Committee Chairperson may resign at any time. Upon his/her resignation, it shall be his/her obligation to give to the Executive Board the reasons for the resignation, an up to date account of progress of his/her activities, and how best to complete those activities. The Executive Board should accept or reject by resolution the resignation of any elected or appointed Officer during his/her term and the resulting vacancy may be filled by the President with the concurrence of the Executive Board per Article IV Section 5 of these By-Laws.
F. Officers and Committee Chairpersons serve at the discretion of the Executive Board. For any vacancy, The President with the concurrence of the Executive Board will appoint a replacement to serve the balance of the term as per Article IV Section 5 of these By-Laws.
ARTICLE VI – BOARD OF TRUSTEES
Section 1. A Board of Trustees is hereby created to act as an advisory body to the Association. The Board of Trustees shall consist of not less than five members and not more than seven members. Board of Trustee members are nominated by the President and Executive Board. The Board of Trustees’ term will expire automatically after two years. Existing Board of Trustees Members can be re-nominated to serve an additional two year term. Membership in the Board of Trustees does not require compliance with full membership conditions. There will be a minimum of two past Presidents of the Association appointed to the Board of Trustees.
Section 2. The Board of Trustees will be assigned to do certain tasks as needed by the President of the Association.
Section 3. The President of the Association with the concurrence of the Executive Board shall appoint members to the Board of Trustees and they shall serve for two-year terms and may be eligible for reappointment. Not more than 2 of the appointed trustees may be replaced in one year.
Section 4. The primary duty of the Board of Trustees is to assist in insuring that all activities of the Executive Board are in conformance with the approved By-Laws of the Association. Their duties also include the execution of any assignment given by the Executive Board and provide clarifications to any request for consultation and/or advice. The Board of Trustees has the right to call for a General Assembly meeting if it is urgently needed. The Board of Trustees has no immediate control over the activities of the Executive Board. Members of the Board of Trustees shall not receive any compensation in their capacity as Trustees of the Association.
Section 5. The Board of Trustee must meet at least twice per calendar year to maintain close engagement with the Association activities.
ARTICLE VII – GENERAL ASSEMBLY MEETING
Section 1. There shall be two (2) General Assembly Meetings to be held in each year. Date, time and Location to be at the discretion of the Executive Board. Elections of Officers shall be held during the last General Assembly Meeting in November of each year.
Section 2. The handover of the Executive Board to the incoming officers shall be done between the election and January 1st of the following year.
Section 3. Amendments and the ratification of the By-Laws may be voted upon during any general membership meeting and/or during any special General Assembly Meeting called by the President. Amendments must be mailed or emailed to all members at least two weeks in advance of a scheduled meeting.
Section 4. Quorum: The presence in person and valid proxies of twenty five percent 25% of the voting members shall constitute a quorum for function that requires voting by members. Members who cannot attend in person may send written requests to the Executive Committee, at least one week before the meeting date, authorizing other attending members or Officers of the Executive Committee or Committee Chairpersons to act on their behalf. Members present at a duly called or held meeting at which a quorum is present may continue to conduct business until adjournment.
In the case of amendments to the By-Laws, a quorum requires participation in person and/or by proxy by at least two thirds of the members of the Association who are eligible to vote as per Article XII of these By-Laws.
Section 5. For an issue to be adopted, a simple majority of the quorum must vote for it.
ARTICLE VIII – STANDING AND AD HOC COMMITTEES
Section 1. There shall be four (4) Standing Committees whose Chairpersons will act as members of the Executive Board. The Chairperson of each Committee shall present an annual report at the General Assembly Meeting. The Chairperson of each Committee may appoint, replace, or add members to his or her Committee.
A. The Membership Committee shall recruit new members and promulgate the necessary procedures of accepting prospective members, such as the confirmation of credentials and other pertinent data and update status and addresses of the members of the Association. They should keep records of all Engineering, Architectural, Information Technology Firms, Contractors, and Developers and promote corporate membership among these firms
B. The Education and Scholarship Committee shall be responsible for activities relating to the continuing education and technical interests of the members such as arranging seminars and lectures, arranging the Engineer/ Architect-in-Training and Professional Engineers/ Architects review courses, and providing information on Professional Registration and/or Certification as well as determining the nominees for scholarships and manage the scholarship application process including the review of candidates applications and recommendations of suitable scholarship application candidates to Executive Board. The Committee shall also assist members in the pursuit of employment opportunities by helping members prepare and update their resumes, holding workshops to train members on job interview techniques, and providing leads on engineering, architectural, and information technology positions through networking.
C. The Information Technology and Communications Committee shall be responsible for (a) handling, manipulating and presenting of information usually through text, pictures and sounds using a computer and the web for the purpose of the Association; (b) have a committee, including a webmaster, to help him/her accomplish their tasks; and (c) creating members and businesses directories. This committee will handle, maintain, and present a fully functioning website. The Committee will help advance the knowledge of the members of the Association in computers and information technology.
D. The Social Activities Committee shall be responsible for the planning of all programs and activities, such as Networking, Social, and Athletic activities of the Association.
Section 2. Other appointed committees for specific projects or objectives may be formed at the discretion of the President with the concurrence of the Executive Board.
ARTICLE IX – ELECTIONS AND QUALIFICATIONS OF CANDIDATES FOR OFFICES
Section 1. Qualifications
A. Any candidate or nominee for any office shall be a Regular Full Member practicing in or retired from his/her special field of engineering, architectural, or information technology with good moral character and have been a member in good standing (dues paid on time in accordance with the association by-laws) for at least one year.
B. A nominee for the Office of President or Vice President shall also have served this Association for at least one year in the capacity of an Officer or a Committee Chairperson.
Section 2. Nominations
Nominations for any Office shall be made either by any member in good standing, the nominee himself or herself, or the Ad Hoc Nomination and Election Committee as defined in Section 3 of this Article or by petition as provided in Sections 3 and 4 below. There shall be no nominations from the floor.
Section 3. Ad Hoc Nomination and Election Committee
A. The President, with the approval of the Executive Board, shall appoint no later than August 1st of each year an Ad Hoc Nomination and Election Committee consisting of no less than three members of the Association who are known for their active interest in the affairs of the Association.
B. The Nomination and Election Committee shall, by letter or announcement to the membership, solicit candidates to fill all positions of the Executive Committee. Any qualified member of the Association may nominate him/her self or recommend any other qualified member by submitting the name of the individual to the Nomination and Election Committee and the office for which the individual is being nominated.
C. The individual whose name is submitted for nomination shall submit a letter and a biographical statement to the Nomination and Election Committee confirming his/her willingness to serve in the Office of interest, indicating his/her qualifications for the Office, past offices held in the Association or other organizations, activities and services undertaken for the organization, and his/her short term and long term goals for the Office for which he/she is being nominated.
D. The Committee shall evaluate all candidates according to these By-Laws, including interviewing them by telephone or in person, as deemed necessary at the Committee’s sole discretion. The Nomination and Election Committee shall submit the slate of all nominees who meet the requirements of the By-Laws to the President by November 1 of each year.
Section 4. Nomination by Petition
Any person, whose name was not previously submitted to the Nomination and Election Committee, may still seek election by submitting a petition to the Nomination and Election Committee no later than October 15. The petition shall be signed by at least five (5) voting members who have been members for at least one year prior to signing the petition. The petition shall include all the information required under Article IX Section 3-C. The Nomination and Election Committee shall acknowledge the receipt of the petition within five days of its receipt. The Nomination and Election Committee shall submit and include the name of such person to the General Assembly at the Election Meeting in December with the names slated by the Nomination and Election Committee.
Section 5. A simple majority of the votes cast shall be necessary for the election of the members of the Executive Committee.
Section 6. If the number of candidates for the same office exceeds two and no candidate receives a majority vote, a runoff election will be held immediately between the two candidates receiving the most votes, or between all candidates if there is a tie among them. If the number of candidates for the same office does not exceed two and a tie occurs, the tie will be broken by lottery.
Section 7. Election Voting: Votes, by all eligible members, may be cast in person at the Election Meeting in December of each year or via any other acceptable and secure medium as determined by the Nomination and Election Committee.
Section 8. All elections shall be conducted by the Nomination and Election Committee. The results of the balloting of all elections shall be announced to the General Assembly and reported to the members.
ARTICLE X – SCHOLARSHIPS
Section 1. The Award of a scholarship is to be presented to an undergraduate or graduate student in the field of engineering, architecture, or information technology with preference to undergraduate students. The objective is to promote engineering, architecture, and information technology as worthy professions and to foster relations between the Association and prospective awardees, and motivate prospective awardees to have stronger engagement now and in the future with student chapters and the Association. The number and amount of the scholarship(s) will be determined by the Executive Committee based on availability of money in the Scholarship Trust Fund. Page 11 of 12 AAAEADC.COM
Section 2. The Education and Scholarship Committee shall appoint a Scholarship Subcommittee which will be responsible for setting evaluation criteria and the deadlines for submission of applications. The Subcommittee will also be responsible for preparing the scholarship program package including the scholarship application form, getting them approved by the Education and Scholarship Committee, and distributing them to all members of the association as well as posting them on the association website and social media sites. Applications for scholarships and their evaluation as well as determination of the winner(s) shall be handled by the Scholarship Subcommittee. If a scholarship applicant is a relative of a Subcommittee member, that Subcommittee member shall disqualify himself/herself from participating in the evaluation of the applications.
Section 3. Applicant Minimum Requirements
A. Must be a current Student Member of AAAEA – Capital Area or a child of a current member of the Association.
B. Must be an undergraduate or graduate student currently studying in the field of engineering, architecture or information technology at an accredited College or a University; unless otherwise specified in the Scholarship Application package.
Applicants must complete the AAAEA Scholarship Award Application and submit all required documents. All Applications will be acknowledged within fifteen (15) days after the deadline.
ARTICLE XI – DISSOLUTION
Section 1. Upon the dissolution of the Association, the Association shall, after paying or making provisions for the payment of all the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Organization in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (C) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United State Internal Revenue Law), as the Executive Board shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said courts shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XII – AMENDMENTS
Section 1. These Constitution and By-Laws may be adopted, amended, or repealed at the General Membership Meeting by a simple majority vote in a quorum consisting of at least two-third (2/3) of the members of the Association who are eligible to vote. Such proposal must be presented to the Executive Board prior to the General Membership Meeting. Members can be informed about and vote for or against a proposed amendment either in person or via any secured electronic method.
AMENDED AND RATIFIED
This Amendment of the By-Laws was ratified and accepted by the majority of all active members, and shall become effective as of Septe