ARAB AMERICAN ASSOCIATION OF ENGINEERS AND ARCHITECTS
Of Dallas-Ft. Worth (AAAEA-DDFW)
WE, professionals in the fields of Engineering, Architecture, Information Technology, and supporting professions of Arab heritage by ancestry or affinity, residing in the DFW in the State of Texas, United States of America, recognizing the need for constructive technical interaction among those professionals, 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 Of Dallas-Ft. Worth (AAAEA-DFW)
Section 2. Place of Registration: State of Texas, United States of America.
Section 3. AAAEA is a non-profit, non-political, and non-religious Professional Association, with the following objectives:
A. To promote cooperation and mutual assistance among its members.
B. To establish scholarship programs and assist qualified and talented students in their academic studies to pursue an engineering, architectural and information technology careers.
C. To cooperate with other professional organizations in relation to matters consistent with the By-Laws, and the professional ethics and standards.
D. To serve the professional interest of the general membership and strive to promote professional consciousness and fellowship through collective interdisciplinary activities all in accordance with recognized and established professional ethics, and within applicable laws.
E. To promote or assist in the creation of similar associations in other areas of the country as well as Sections within Texas and student chapters at academic institutions.
F. Shall not carry on any activities not authorized to be carried on by an organization exempt from Federal income tax under Section 501 (c) (3) or by an organization to which contributions are deductible under Section 170 (c) (2) of the Internal Revenue Code.
G. No substantial part of the activities of the organization shall be to carry on propaganda or otherwise attempt to influence legislation, and shall not participate in any political campaign on behalf of any candidate running for public office.
H. To promote community outreach and involvement that will impact our community in a positive way via programs and events.
Section 4. Definitions
A. Association: Arab American Association of Engineers and Architects of Dallas Ft. Worth (AAAEA-DFW) in Texas.
B. National: Encompassing all chapters of AAAEA in the United States (National AAAEA).
C. Chapter: The Dallas-Ft. Worth Chapter and its Sections and Students Chapters. It is locally based and registered in the State of Texas.
D. Student Chapter: A sub-group of student members only based at academic institutions located within the jurisdiction of the DFW Chapter.
ARTICLE II - MEMBERSHIP CATEGORIES, RULES AND REGULATIONS
Section 1. A member shall be a person who holds a college degree in the field that supports the professions of Engineering, Architecture, or Information Technology from a US accredited institution.
Section 2. Membership Categories:
A. Members are those individuals, described in Article II, Section 1, who subscribed to the By-Laws and residing or working in the State of Texas, United States of America and/or residing temporarily in other countries. The Members 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 Members also are eligible to hold any office and receive any honor bestowed by the Association.
B. Associate Members are those individuals who do not meet the requirements of Article II, Section 2A and who have expressed and demonstrated interests in the Association. Associate Members shall have all the privileges of the Members including the right to attend and participate in all meetings of the Association, but excluding the right to vote or to hold an office.
C. Honorary Members are distinguished Professionals chosen by the Chapter’s Executive Board of the Association. The Honorary Member shall have all the privileges of the 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 within the Association.
D. Life Members are Members with the minimum age of sixty and have been in good standing with the Association for a minimum of ten (10) years, and shall have made a written request to the Chapter’s Executive Board for such a membership classification. The Life Member shall have all privileges of Members including attending, participating in all meetings of the Association, and have the right to vote or hold an office within the Association.
E. Corporate Members are those engineering, architectural, information technology companies, developers, contractors or other corporations/organizations with interest to our members and have demonstrated interest in the Association. A Corporate Member shall be granted up to 5 members or associate members who will have the privileges as prescribed in Article II, Section 2 A and B and subject to the requirements of Article II, Section 3.
F. Student Members are students who are studying Engineering, Architecture or Information Technology residing or studying in the State of Texas. The Student Member shall have all the privileges of the 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, except in a student chapter.
G. The membership grade of Fellow is conferred upon a Member in recognition of faithful and loyal commitment, demonstrated leadership, sustained and significant contributions for the advancement, wellbeing, reputation and growth of the organization. The member so recognized must be an active member. The Fellow Member retains all the privileges of membership including attending, participating in all meetings of the Association, and have the right to vote or hold an office.
Section 3. Rules and Regulations
A. Membership in the Association shall be accomplished by filing the appropriate application form, paying the annual dues, and upon receiving approval by the Membership Committee.
B. All members are entitled to receive a copy of the Professional Code of Conducts and a copy of the Association By-Laws upon membership approval.
C. All members of the Association shall be familiar with the Association’s Code of Conduct and bound by its provisions. Refer to Exhibit 1. Every member is encouraged to report promptly to the Chapter’s Executive Board any observed violation of the Association’s Code of Ethics or By-Laws and to the Board of Trustees any observed violation of the same from the Chapter’s Executive Board.
D. Membership shall be terminated as a result of (a) death of the member, (b) nonpayment of dues, (c) resignation, or (d) expulsion. 1. Nonpayment of Dues. Membership shall terminate in the event that the Association member's dues become twelve (12) months in arrears.
2. Resignations. Any member of the Association may tender resignation of Association membership. Separation from Association membership will be effective upon written receipt of notification of resignation.
3. Reinstatement of Membership. Former members of the Association may be reinstated to the same grade in the manner prescribed by the Association.
4. Expulsion. Any member of the Association may be expelled/ disciplined for misconduct. The following procedure shall be followed:
a. The Chapter’s Executive Board shall investigate the issue. A 2/3 vote of the Chapter’s Executive Board is required to carry this issue further.
b. The accused member shall be invited to present his/her case to the Chapter’s Executive Board.
c. The Chapter’s Executive Board shall revote on the issue. If 2/3 vote of the Chapter’s Executive Board recommend expulsion/disciplinary action then
d. The issue shall be presented to the Board of Trustees. A 2/3 vote by the Board of Trustees is need to concur with the Chapter’s Executive Board decision.
The nullification of any expulsion shall be the responsibility of the Chapter’s Executive Board.
E. Disciplinary Proceedings: An Association member may be subjected to disciplinary action for violation of any of the provisions of these By-Laws, Code of Conduct, or other governing documents of the Association, or for conduct which in the opinion of the majority of the Chapter’s Executive Board is improper and prejudicial to the best interests of the Association.
1. Procedures for Professional Conduct Cases. Professional Conduct Cases shall be conducted in accordance with the Professional Rules of Policy and Procedure.
2. Outcomes of Professional Conduct Proceedings. Professional Conduct Proceedings result in one of the following: exoneration, letter of admonition, suspension, or expulsion, and may include additional disciplinary actions.
3. Nonpayment of Dues While Under Investigation. If at the time a member's dues become twelve (12) months in arrears and the member has been advised by the Association that it is investigating the member’s possible involvement in activities for which he/she could be subjected to disciplinary action, termination of Association membership shall be with prejudice.
4. During the period of suspension, an Association member who has been suspended shall not serve on any committee or be allowed any of the rights and privileges of membership in the Association, except they may continue to participate in the Association insurance program if one has been established.
F. Reinstatement of Membership.
1. Expulsion. A former member of the Association separated by expulsion proceedings shall not be reinstated to Association membership except by a two-thirds (2/3) vote of the Chapter’s Executive Board.
2. Membership Termination. A former member of the Association who either resigns voluntarily or is separated for nonpayment of dues after having been advised by the Association that it is investigating the member’s possible involvement in activities for which the member could be subjected to disciplinary action, shall not be reinstated except by a two-thirds (2/3) vote of the Chapter’s Executive Board. The former Association member shall make an application to the Chapter’s Executive Board for reinstatement.
ARTICLE III - BUDGET, DUES AND DONATIONS
Section 1. Dues.
A. The Member and Follow membership fee shall be Fifty dollars ($50.00) each to be paid annually.
B. The Associate membership fee shall be Fifty dollars ($50.00) to be paid annually
C. The Honorary and Life Members shall pay no dues.
D. The Corporate membership fee shall be Two hundred Fifty dollars ($250.00) to be paid annually.
E. The Student membership fee shall be Ten dollars ($10.00) to be paid annually.
Section 2. The Chapter may accept donations and contributions, and engage in fundraising activities subject to the requirements of pertinent City, State, and Federal laws and regulations. No individual, section, or chapter may contract any financial or other obligation in the name of National AAAEA, unless expressly so authorized in writing by the National Executive Board.
Section 3. Operating Funds. The general revolving funds of the Chapter 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 Chapter’s Executive Board, except as expressly authorized in other articles and sections of these By-Laws.
Section 4. Scholarship Trust Funds. This fund shall be for the purpose of granting scholarships as described in Article X.
Section 5. The fiscal year shall be the calendar year. The outgoing Administration shall present a financial report for their activities during the General Assembly Meeting. A completed financial report shall be delivered for auditing at the end of the Board’s term.
Section 6. All disbursements and financial activities should be signed by the President and the Treasurer.
Section 7. 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.
Section 8. Chapter Auditing: The financial reports shall be audited by the Financial Auditing Committee (appointed by the President and/or the Chapter’s executive board) at least once a year.
ARTICLE IV - MANAGEMENT, TENURE AND DUTIES
Section 1. Management of the Association comprises of the Chapter’s Executive Board.
A. The Executive Board shall run the operations of the organization, handle all administrative duties, and shall coordinate all Chapters’ activities.
B. The Chapter’s Executive Board shall be the governing body of the Association and shall be comprised of the three founding directors or their replacements, and up to six officers to be selected by the three directors, among the active members.
C. When a vacancy(s) arises due to resignation or inability to perform duties and responsibilities of a director position, a new director shall be selected by the the other two.
Section 2. The tenure of the management positions will be established in the following manner:
A. The Chapter’s Executive Board Officers (Non Directors) shall have two (2) year tenure.
Section 3. When a vacancy(s) arises due to resignation or inability to perform duties and responsibilities of any non director position, the Chapter’s President, with concurrence of the Chapter’s Executive Board, shall appoint any member to fill such vacancies.
ARTICLE V – CHAPTER’S EXECUTIVE BOARD
Section 1. The Chapter’s Executive Board shall be the governing body of the Association and shall be comprised of the Officers and the Committee Chairpersons.
A. The Chapter’s Executive Board shall manage the affairs of the Association in conformity with the provisions of these By-Laws.
B. The Chapter’s Executive Board shall not receive any compensation for their services as Officers and Committee Chairpersons of the Association. The Chapter’s Executive Board shall approve the compensation of all services hired by the Association in carrying out its business and affairs.
C. Any Chapter’s Officer or Committee Chairperson may resign at any time. Upon his/her resignation, it shall be his/her obligation to give an accounting of his/her duties, responsibilities and functions to the Chapter’s Executive Board. The Chapter’s Executive Board should accept or reject by resolution the resignation of any elected or appointed Board Member during his/her term and the resulting vacancy may be filled by the Chapter’s President with the concurrence of the Chapter’s Executive Board.
D. A Chapter’s Board Member who does not attend three scheduled meetings without a reasonable cause during his or her term shall be replaced after been notified by the Chapter’s Executive Board. The Chapter’s Executive Board shall appoint a replacement to serve the balance of the term.
Section 2. The Executive Board shall consist of President, Vice-President, Secretary, Treasurer, Membership officer, A Scholarship committee officer, a student’s Representative, Activities Committee officer, one (1) other Committee Chairpersons.
Section 3. The descriptions and duties of the Officers shall be:
A. General Duties of all Officers shall be to perform the duties and responsibilities to implement the provisions of the By-Laws of the Association and assist in insuring that all activities of the Association conform to all Federal, State and Local laws.
B. The Chapter’s President shall preside over all Executive Board, General Assembly and Special meetings; administer the day to day activities of the Association; approve disbursement of funds not to exceed three hundred dollars ($300.00) for each specific purpose in the proper administration of the Association and for other disbursement of funds as specifically authorized under Article III, deliver the semi-annual report of the State of the Association to the General Assembly; call Special meetings as needed; sign all necessary organizational documents; and represent the Association in technical, civic and social activities. The Chapter’s President with concurrence of the Chapter’s Executive Board shall appoint an Auditing Committee consisting of a minimum of three (3) and maximum of five (5) in February of every year to audit all the Association finances and give a full report to the Chapter’s 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 Chapter’s Secretary shall record and file the minutes of all Association meetings; shall handle all official correspondence; keep and file records of all other papers pertinent to the members and the Association. In addition, keep a record of all Association activities. Send all members in good standing reports, copy of the By-Laws and publications per their request. 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 notices for meetings or other functions of the Chapter’s Executive Board.
E. The Chapter’s Treasurer shall assume all official financial transactions of the Association, such as collection of dues and payment of expenses; shall issue accurate monthly financial reports to the Chapter’s Executive Board and a properly audited semi-annual 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 instruments and disburse funds as authorized by the President. Present financial reports during Chapter’s Executive Board and General Assembly meetings.
F. The Membership officer shall keep an up-to-date central membership database, put in place programs to attract members within the Chapter’s state, examine membership growth or lack of, and propose solutions to recruit new members. Shall promulgate the necessary procedures of accepting prospective members, such as the confirmation of credentials and other pertinent data and update status and addresses of all members of the Association. Shall keep records and promote corporate membership.
Section 4. The descriptions of Committees and duties of the Committee Chairpersons:
A. There shall be three (3) Committees whose Chairpersons will act as members of the Executive Board. The Chairperson of each Committee shall present a plan at the start of the term and an annual report at the General Assembly Meeting. The Chairperson of each Committee will appoint the members of the Committee.
The Committees are:
1. Scholarship Committee shall be responsible for the planning of the annual scholarship program, work hand in hand with the treasurer, executives, and committee chairs to secure funds, review applications, and make recommendations to the executive board.
2. The Career Enhancement Committee shall 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 positions through networking, be responsible for activities relating to the continuing education and technical interests of the members.
3. The Activity Committee shall be responsible for the planning of all programs and activities, such as networking, social and other activities of the Association. Shall be concerned with the handling, manipulating and presenting of information usually through text, pictures and sounds using a computer and the web for the purpose of AAAEA. This committee shall manage e-mails and other electronic records and shall send out appropriate notices for meetings or other functions of the Association. In addition, the committee shall handle, maintain, and present a fully functioning website.
Section 5. Ad hoc committees may be formed at the discretion of the President with the approval of the Chapter’s Executive Board for specific projects or objectives. These ad hoc committees shall report to the Chapter’s Executive Board.
A. The ad hoc committees created for a specific task shall include, but are not limited to: Semi-Annual Meeting, Nomination/ Election, By-Laws, Professional Conduct, Financial Auditing and Public Relations.
Section 6. Meetings
A. The Chapter’s Executive Board shall hold a regular meeting once a month 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 five (4) members of the Executive Board.
B. Minutes of all meetings of the Chapter’s Executive Board shall be kept carefully preserved as a record of the business transacted at such meetings.
ARTICLE VIII - GENERAL ASSEMBLY MEETING
Section 1. There shall be one (1) General Assembly Meetings to be held in each year.
Section 2. The turnover of the administration to the incoming officers shall be done during the General Assembly Meeting.
Section 3. Amendments and the ratification of the Constitution and By-Laws mustay be voted upon during any general membership meeting and/or during any special General Assembly Meeting called by the President. Amendments must be e-mailed to all members one month in advance of a scheduled meeting.
Section 4. Quorum: The presence in person of 51% 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, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 5. Proxies: No voting by proxies.
Section 6. Voting on issues will need the 51% of the quorum, a required two thirds of the quorum to vote on amending the By-Laws.
Section 7. Founding Directors (or their replacements) have the right to approve or reject any proposed amendment.
ARTICLE X – SCHOLARSHIP
Section 1. The scholarship award is to be presented to an undergraduate or graduate student in the field of Engineering, Architecture, Information Technology Professions, and any supporting field, or to a student who is an immediate relative to a member of the association.
Section 2. Applicant Minimum Requirements
A. Must be a Student Member or an immediate relative to a member of the association.
B. Must be an undergraduate or graduate student currently studying at an accredited four year academic institutions in the State of Texas or a resident of the State of Texas.
C. The recipient should be present in person to receive the award.
D. Applicants must complete the AAAEA Scholarship Award Application. All Applications will be acknowledged within fifteen (15) days after the deadline. Guidelines, application form and deadline shall be established by the Scholarship Award Committee.
Section 4. The AAAEA may establish one or more scholarships for college-bound high school students in an amount not to exceed $500 each. The Scholarship Committee shall establish rules and conditions governing eligibility requirements, qualifications, required documentation, scholarship amount and other matters necessary for the implementation.
ARTICLE XII - DISSOLUTION CLAUSE
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 XIII - AMENDMENTS
Section 1. A proposal to adopt, amended, or repeal the constitution and By-Laws can occur at the General Membership Meeting by a majority vote 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 prior to any General Membership Meeting. Founding Directors (or their replacements) have the right to approve or reject any proposed amendment.