ARAB AMERICAN OF ENGINEERS & ARCHITECTS ASSOCIATION

BY-LAWS

Updated on March 18, 2006

PREAMBLE

WE, Engineers, Architects and Computer scientists of Arab heritage by ancestry or affinity, residing in the United States of America, recognizing the need for constructive technical interaction among various professional disciplines, and desiring to enhance our professional development do hereby promulgate the following Constitution and By-Laws:

ARTICLE 1 – Name

Section 1: The name of the Association shall be the “Arab American Engineers and Architects Association” hereinafter called the Association or AAEAA.

ARTICLE 2 – Registration

Section 1: The Association shall be incorporated as a non-profit, non-political, and nonreligious organization under the laws of the State of Texas.

Section 2: The Association shall be headquartered in Houston.

Section 3: The Association shall have chapters in the State of Texas as approved by the Executive Board.

ARTICLE 3 – Mission Statement

Section 1: To help deliver and foster multi-disciplinary professional growth, develop understanding, increase multi-cultural awareness, establish engineering and scientific enhancement programs for the members, all for betterment of the local community and society as a whole.

ARTICLE 4 – Vision Statement

Section 1: To establish a platform for networking, participate in activities and projects to serve the community, to share success among our members and other organizations, and to better integrate our professionals into the industry and community.

ARTICLE 5 – Objectives

Section 1: The objectives of the Association shall be the advancement of the public
welfare and the professional, social and economic interest of its members.

Section 2: Networking through social and professional events.

Section 3: Provide training and consulting programs for professional and personal development.

Section 4: Share knowledge and information among our members and other societies for professional as well as personal growth and development.

Section 5: Promote guidance and assistance to members, students and new graduates to enhance their careers.

Section 6: Create networking contacts and career opportunities within the profession.

Section 7: Establish rewards and recognition for innovation, design, research and professional training in the community.

ARTICLE 6 – Membership

Section 1: Qualification Definition: Any person who holds an Engineering degree, Computer Science, or Architecture degree from an accredited institution verified by the Executive Board in accordance with the national standards.

Section 2. Regular Members are those individuals who subscribed to the by-laws, meet the requirements of article 6 section 1 and who are Arab or Arab ancestry residing in the United States of America and/or residing temporarily in other countries (but not to exceed a year). The Regular full Member shall have the right to vote on all proposals submitted to the membership at large and right to attend all meetings of the Association. The Regular full Member also is eligible to ho ld any office and receive any honor bestowed by the Association. The Regular full Member may attend Executive Board meetings at the invitation of an officer of the Executive Board to discuss a specific subject.

Section 3. Associate Members are those individual who do not meet the requirements of Article 6, Section 2 and who have expressed and demonstrated interest in the Association. The Associate Member shall have all the privileges of the regular full Member including the right to attend and participate in all meetings of the Association, but excluding the right to vote or to hold an office. Spouse and kids of a full member have the right to become Associate Members.

Section 4. Honorary Members are distinguished Professionals chosen by the Executive Board of the Association. The Honorary Member shall have all the privileges of the Regular full members including the right to attend and participate in all meetings including executive meetings of the Association, but excluding the right to vote or to hold an office.

Section 5. Student Members are students who are seeking an undergraduate degree in Engineering, Architecture or Computer Science and have the interest to work and participate in the Association (AAEAA). The Student Member shall have all the privileges of the Regular full Members including the right to attend and participate in all meetings of the association, including the right to vote for their student representative. The graduate student has the right to be considered a full member if he or she prefer, in this case, he or she has no right to vote for selecting the student representative.

Section 6. Life Members are members with the minimum age of sixty and older and have been in good standing with the Association for a minimum of ten (10) years, Shall have been retired from actively practicing their profession and shall have made a written request to the Executive Board for such a membership classification. The Life Member shall have all privileges of the Full Member including attending, participating in all meetings of the Association, and have the right to vote or hold an office.

Section 7. Membership in the Association shall be accomplished by filing the appropriate application form and an approval by the Membership Committee. In the event the membership committee is not formed, the approval of a new membership in the association shall be the responsibility of the Executive Board.

Section 8. All members are entitled to receive a membership card, a copy of Professional Code of ethics, and a copy of the By-Laws of the Association.

Section 9. Corporate Membership in the Association shall be accomplished by filing the appropriate application form and an approval by the Membership Committee. In the event the membership committee is not formed, the approval of a new corporate membership shall be the responsibility of the Executive Board.

Corporate Membership Benefits

• Link to your company’s website from AAEAA’s website
• Link from AAEAA’s Newsletter to your company’s website
• Subscription to AAEAA’s Newsletter

ARTICLE 7 – Budget, Dues and Donations

Section 1. The Regular and Associate membership fees are fifty dollars ($50.00) each to be paid annually. Associate members who are family members to a Regular full member, as specifically noted in Article 6 Section 3, shall pay no dues. The Student membership fee is Ten dollars ($10.00) to be paid annually. Corporate Membership $100 to be paid annually. The Honorary and Life Members Shall pay no dues.

Section 2. The Association may accept donations and contributions within the united states and engage in fund raising activities subject to the requirements of pertinent laws and regulations.

Section 3. Operating Funds. The revolving 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 - To be determined in the future by the Executive Board and education committee.

Section 5. Reserve Funds

Sub-Section A - General

A general reserve funds shall be established and deposited in a bank. The purpose of this reserve funds shall be to provide funding for the association’s administrative expenses and activities. The capital itself may be increased but not diminished.

Sub-Section B

Ten percent of the remaining funds from general revolving funds shall be deposited in the Reserve Funds at the conclusion of any fiscal year.

Section 6. The fiscal year shall be each calendar year. The out coming Administration shall present a budget for their activities during one of the General Assembly meetings.

Section 7. All Disbursements and financial activities should be signed by the President and the Treasurer.

Section 8. No part of the earnings of this organization shall be distributed to its members, trustees, officers, or other private persons except for paying reasonable compensation for services rendered or expenses paid.

ARTICLE 8 – OFFICERS, TENURE AND DUTIES

Section 1. The officers are the President, Vice-President, Secretary, Treasurer, and Student Representative. They shall comprise the Executive Committee.

Section 2. The tenure of the officers and chairpersons will be established in the following manner: The President, Vice-President, Secretary, Treasure, and Student Representative will have one (1) year tenure. The President may not serve for more than two consecutive terms in the same office. All Officers and chairpersons shall be elected on a yearly basis.

Section 3. The tenure of Officers and Committee Chairpersons starts and ends during the second half of May. The tenure ends after each succeeding elected Officer and Chairperson has taken office.

Section 4. The duties of the Officers shall be:

A. General Duties of all Officers and Chairpersons shall be to perform the duties and responsibilities that may implement the provisions of the by-laws of the Association and assist in insuring that all activities of the Association shall conform to all Federal, State and Local laws.

B. The President shall preside over all Executive Board, General Assembly and Special meetings; administers the day to day activities of the Association; approves disbursement of funds not to exceed one hundred dollars ($100.00) 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; deliver semi-annual report of the state of the Association to the General Assembly; calls Special meetings; signs all necessary organizational documents; represents the Association in technical, civic and social activities. The President shall appoint an Auditing Committee consisting of a minimum of three (3) and maximum of five (5) in March of every year to audit all the Association finances and give a full report to the Executive Board and to the General Assembly.

C. The Vice-President will assume the duties of the President in his absence; performs duties delegated to him/her by the President; shall be the Chairperson of the Public Relation Committee. In case of death, absence or disability of the President, he or she shall assume and discharge all the duties and functions of the President.

D. The Secretary shall keep the minutes of all meetings; shall handle all official correspondence; 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. Keep a complete roster and directory of members, file of activities, awards and quests of meeting of the Association. Send all members in good standing reports, copy of the By-laws and publications. He or she is the custodian of the Association's seal. Attend to all correspondences of the Association. Prepare the agenda for all meetings of the Association in consultation with the President. Send out appropriate or notices for meetings or other functions of the Association or the Executive Board.

E. The Treasurer shall assume all official financial transactions of the Association, such as collection of dues and payment of bill; shall issue accurate monthly financial reports to the Executive Board and a properly audited yearly financial statement to the members and the proper government agencies. Custodian of all funds and properties of the Association. Keep current, correct and accurate accounts of funds, properties, assets and liabilities of the Association, and has such accounts open to examination at all reasonable hours by any member or government agencies. Deposit all checks, notes and negotiable instrument and disburse funds as authorized by the President. Present financial reports during Executive Board and General Assembly meetings.

F. Student Representative Officer shall develop programs of special interest for the engineers, computer science and architect students in AAEAA. Conduct or administrate special projects for AAEAA that may be of particular interest to the students. Identify and encourage students in AAEAA to participate in activities and committees. He or she will have a committee to help him/her accomplish their tasks.

Section 5. When a vacancy(s) arise due to resignation or inability to perform duties and responsibilities of any position where no succession is provided in this By-Laws, the President, with concurrence of the Executive Board, shall appoint any member to fill such vacancies until the next election for a maximum of four. In case more than 4 board members resign or are inable to perform duties, remaining board members within 60 days of the vacancy shall organize a new election.

ARTICLE 9 – Executive Board

Section 1: The Executive Board shall be the governing body of the Association and shall be comprised of the Officers and the standing Committee Chairpersons. The Board of Trustees 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. The Board shall be responsible, but not limited, the following:

(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 once a month at a time and place designated by the Executive Board. Special meetings may be held asrequested by the President or by a request of at least five (5) members of the Executive Board.

(c) The Executive Board shall not receive any compensation for their services as Officers and Committee Chairpersons of the Association except as defined in Article 7 section 8. 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 carefully preserved as a record of the business transacted at such meetings.

(e) Any Officer or Committee Chairperson may resign at anytime. Upon his/her resignation, it shall be his/her obligation to give an accounting of his/her duties, responsibilities and functions to the Executive Board. The resulting vacancy may be filled by the President with the concurrence of the Executive Board.

(f) Officers and Committee Chairpersons who do not attend four consecutive scheduled meetings without a reasonable cause during his or her term be replaced by a majority vote of the Executive Board. The Executive Board will appoint a replacement to serve the balance of the term.

ARTICLE 10 – Committees

Section 1: There shall be Four (4) Standing committees whose Chairpersons will act as members of the Executive Board. The elected Chairperson of each Committee shall present an annual report at the General Assembly Meeting. The Chairperson of each Committee will appoint the members of his 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 member of the Association. They should keep records of all Engineering Firms and all Construction Companies owned by Arabs.

(b) The Financial Committee shall prepare the annual budget of the Association, shall devise ways and means to enhance the financial status of the Association.

(c) The Education 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-in-Training and Professional Engineer's review course, providing information on Professional Registration and/or Certification and job opportunities for the members. Shall be responsible for collecting Engineering, Architecture, Computer Science news and materials which follows the guidelines of the AAEAA by-laws to be included in the News Letter. This will include editing, printing and distributing the publication to the members. All materials not included above (non-related) shall need an approval of the Executive Board or the President to be published in the AAEAA News Letter.

(d) Activity Committee shall be responsible for the planning of all programs and activities such as Social and Athletic Activities of the Association.

Section 2: Other Additional Committees may be formed at the discretion of the President for specific projects or objectives.

ARTICLE 11 – Board of Trustees

Section 1: A Board of Trustees is hereby created to act as advisory body to the Association (AAEAA). The Board of Trustees shall consist of not less than five (5) members and not more than fifteen members. There will be a minimum of five appointed members and up to ten past presidents of AAEAA after serving at least one full term.

Section 2: Chairperson of the Board of Trustees shall be the immediate past President, or as the Board of Trustees may choose. The Board of Trustees may be requested 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 a minimum of five members to the Board of Trustees and they shall serve for two years or until replaced and may be eligible for reappointment.

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 advise. The Board of Trustees has no control over the Executive Board activities. The Board of Trustees shall not receive any compensation in their capacity as Trustees of the Association.

ARTICLE 12 – Elections

Section 1: Qualifications: Any candidate or nominee for any office shall be a Regular full Member practicing in his/her special field of engineering, architecture or computer science or Retired Full Member with good moral character and have been a member in good standing for at least one year with the exception of the first election period.

Section 2: Nominations for any Office shall be made either by the Nomination Committee or by petition as provided in section 3 and 4 below. Section 3 Nomination Committee:

(a) The President, with the approval of the Officers and the Chairpersons shall appoint no later than December 31 a Nomination Committee consisting not less than three and not more than seven members of the Association who are known for their active interest in the affairs of the Association and not willing to run for the executive board election for the coming period.

(b) Beginning in January, the Nomination Committee shall, by letter or announcement to the General Assembly, solicit candidates to fill all positions ofOfficers or Committee Chairperson. Any qualified member of the Association may nominate him/her self or any other qualified member by submitting the name of the individual to the Nomination Committee and the office for which the individual is being nominated.

(c) The individual whose name is submitted for nomination shall submit a letter to the Nomination Committee indicating his/her qualifications for the Office, past offices held in this or other organizations, activities and services undertaken for his organization, and his/her short term and long term goals for the Office for which he/she wishes to be nominated. Failure to submit such letter will disqualify the individual from being nominated.

(d) The Committee shall evaluate according to the by-laws all candidates including interviewing them by telephone or in person. The Nomination Committee shall submit the slate of all nominees who meet the by-law requirements to the President by March 31.

Section 4: Nomination by Petition -Any person, who has not previously submitted to the Nomination Committee, may still seek election by submitting a petition to the Nomination Committee no later than April 20th. The petition shall be signed by at least fifteen (15) voting members who have been members for at least one year prior to signing the petition. The petition shall include information required under Section 3(c). The Nomination Committee shall acknowledge the receipt of the petition within ten days of its receipt. The Nomination Committee shall submit and note the name of such person to the General Assembly at the election Meeting in May with the names slated by the Nomination Committee.

Section 5: A majority of the vote cast shall be necessary for the election of the members of the Executive Board.

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 between 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. This will apply also in the event of a tie in a runoff election.

Section 7: All elections shall be conducted by the Election Committee described in Section 3. The results of the balloting of all election shall be announced to the General Assembly and reported to the members.

ARTICLE 13 – General Assembly Meeting

Section 1: There shall be two (2) General Assembly Meetings to be held each year. Elections of Officers and Committee Chairpersons shall be held during the General Assembly Meeting in the second half of May, except for the first election.

Section 2: The turnover of the administration to the incoming officers shall be done during the May General Assembly Meeting.

Section 3: Amendments and the ratification of the Constitution and By-laws may be voted upon during any general membership meeting and/or during any special General Assembly Meeting called by the President for this purpose. Amendments must be informed to all members one month in advance of a scheduled meeting.

Section 4: Quorum: The presence in person of 25% of the voting members shall constitute a quorum for the transaction of business. Members present at a duly called or held meeting at which a quorum is present may continue to conduct business until adjournment, not withstanding the withdrawal of enough members to leave less than a quorum.

Section 5: No voting by proxies.

Section 6: Voting on issues will need the simple majority of the quorum.

ARTICLE 14 – Scholarship

Section 1: Scholarship Committee shall coordinate the following:

(a) The President, with the approval of the Officers and Committee Chairpersons, shall appoint no later than January 31 a Scholarship Award Committee. The Committee shall consist of five (5) members of the Association who are known for their active interest in the affairs of the Association. If a scholarship applicant is the relative of a Committee member, that Committee member shall not participate in this Committee. The Executive Board shall appoint another member.

(b) The Award is to be presented to an undergraduate or graduate student studying in the field of engineering, architecture or a computer science who is a Student Member of AAEAA. The objective is to promote engineering, architecture and computer science as a worthy profession and to foster stronger ties between AAEAA and the Arab American Community. The recipient must be present in person to receive the award.

(c) The AAEAA Scholarship Award is open to Student Members of AAEAA only, who are attending any of the accredited four year Colleges or Universities in the State of Texas.

(d) Applicants must complete the AAEAA Scholarship Award Application. All Applications will be acknowledged within fifteen (15) days after the deadline.

ARTICLE 15– Amendments

Section 1: These Constitution and By-Laws may be adopted, amended, or repelled at the General Membership Meeting by a majority vote in a quorum consisting of at least 2/3 of the quorum members. Such proposal must be prepared by a permanent or interim committee and presented to the Executive Board at least one month prior to the General Membership Meeting designated for that purpose.

ARTICLE 16 – Chapters

Section 1: The association may adopt chapters as presented by the board and accepted by the members.

ARTICLE 17 – Dissolution Clause

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© (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 18 – Conflict of Interest Policy

A. An officer or a director of committee may not submit a grant proposal on behalf of himself or be the recipient of funds for himself through an institution or organization which employs the member or with which the member is affiliated.

B. An officer or a director of committee may take part in projects undertaken with organization grants, but should not receive any remuneration from granted funds for services except for a reimbursement of actual travel expenses and a standard per diem.

C. Whenever an officer or a director of committee participates in any way in a project funded by the organization, the grant proposal should clearly indicate the nature of the member's participation in the project.

D. An officer or a director of committee should not participate in any way to review, process or make a recommendation concerning a grant proposal on behalf of an institution or organization which employs him or with which the member is affiliated, or concerning a grant proposal for a project in which the member will participate.

E. All negotiations in support of any grant proposal should be carried on by persons who are not an officer or a director of committee.

ARTICLE 19 – Effective Date

Section 1: These Constitution and By-Laws was adopted on March 18, 2006 during the General Meeting in Houston, Texas.

ATTEST

AAEAA-TX ELECTED BOARD MEMBERS FOR 2006