ARTICLE I - NAME, PLACE OF REGISTRATION AND OBJECTIVES

Section 1. Name: Arab American Association of Engineers and Architects (AAAEA).

Section 2. Place of Registration: State of Illinois, United States of America

Section 3. AAAEA is a non-profit, non-political, and non-religious Engineering Association, with the following objectives:

A. To further the Public Welfare in relation to engineering knowledge and to act upon matters concerning Engineering Profession.

B. To promote cooperation and mutual assistance of its members.

C. To conduct academic review courses to help members and non-members to prepare them for examinations to become register as engineer interns and as professional engineers, and to conduct technical seminars to update members' knowledge in technology and regulations affecting Engineering Profession.

D. To establish scholarship programs to assist qualified and talented students in their academic studies to pursue an engineering career.

E. To cooperate with other professional organizations in relation to matters consistent with the by-laws, the professional engineering ethics and standards.

F. To establish a presence in the Engineering Profession.

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 engineering ethics, and within applicable laws.

H. To promote and assist the creation of similar engineering associations in other areas of the country as well as student chapters at colleges and universities.

I. 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.

J. 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.

ARTICLE II - GENERAL MEMBERSHIP

Section 1. The term Graduate shall mean a person who holds a degree in Engineering, Computer Science, or Architecture from an accredited institution.

Section 2. Regular full Members are those individuals, described in Article II, Section 1, who subscribed to the by-laws and who are Arab and/or of 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 hold 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 engineers who do not meet the requirements of Article II, Section 2 and who have expressed and demonstrated interests 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.

Section 4. Student Members are students who are studying Engineering, Architecture or Computer Science and have the interest to work and participate in the Association (AAAEA). 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, but excluding the right to vote or to hold an office.

Section 5. Corporate Members are those engineering companies who have expressed and demonstrated interest in the Association. A Corporate Member shall be granted up to 5 members. 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 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 engineering and shall have made a written request to the Executive Board for such a membership classification. The Life Member shall have all privileges of Membership including attending, participating in all meetings of the Association, and have the right to vote or hold an office.

Section 7. 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, well being, 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 8. Honorary Members are distinguished Professionals chosen by the 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.

Section 9. Membership in the Association shall be accomplished by filing the appropriate application form and an approval by the Membership Committee.

Section 10. All members are entitled to receive a membership card, a copy of the Professional Code of ethics, and a copy of the Association By-Laws upon written request.

ARTICLE III - BUDGET, DUES AND DONATIONS

Section 1. Dues:
     The Member and Associate membership fees are each Fifty dollars ($50.00) each to be paid annually.

     The Student membership fee is Ten dollars ($10.00) to be paid annually.

     The Honorary and Life Members Shall pay no dues.

     The Corporate membership fee is Two-hundred Fifty dollars ($250.00) to be paid annually.

Section 2. 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 3. The Association may accept donations and contributions, and engage in fund raising activities subject to the requirements of pertinent laws and regulations.

Section 4. 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 5. Scholarship Trust Funds. These funds shall be for the purpose of granting scholarships as described in Article X.

Section 6. Reserve Funds

A. General reserve funds shall be established and deposited in a bank. The purpose of these reserve funds shall be to provide funding for the association’s administrative expenses with its interest earnings. The capital itself may be increased but not diminished.

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 7. The fiscal year shall be the each calendar year. The out coming Administration shall present a budget for their activities during the May General Assembly meeting.

Section 8. All Disbursements and financial activities should be signed by the President and the Treasurer.

Section 9. 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 IV - OFFICERS, TENURE AND DUTIES

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

Section 2. The tenure of office of the officers will be established in the following manner: The President, Vice-President, Secretary, Treasure, and Information Technologist will have 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 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 quarterly 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. The Information Technology Officer 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. He or she will have a committee to help him/her accomplish their tasks. This committee will handle, maintain, and present a fully functioning website. They both will help advance the association members’ computer knowledge.

Section 5. When a vacancy(s) arises 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.

ARTICLE V - COMMITTEES

Section 1. There shall be five (5) 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 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. The Career Enhancement Committee shall become a Standing Committee in 2007.

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.

D. The Publication Committee Shall be responsible for collecting Engineering, Architecture, Computer Science news and materials which follows the guidelines of the AAAEA 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/the President to be published in the AAAEA News Letter.

E. The 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 ad hoc committees may be formed at the discretion of the President for specific projects or objectives.

ARTICLE VI - 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.

A. The Executive Board shall manage the affairs of the Association 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 President. Special meetings may be held as required 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. 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 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.

F. Officers and Committee Chairpersons who do not attend two consecutive scheduled meetings without a reasonable cause during his or her term must be replaced. The Executive Board will appoint a replacement to serve the balance of the term.

ARTICLE VII - BOARD OF TRUSTEES

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

Section 2. Chairperson of the Board of Trustees shall be the immediate past President, other past President or as the Board of Trustees may choose respectively. The Board of Trustees will be assigned to do certain tasks as needed by the President of the Association.

Section 3. Appointed members of the Board shall be Members in good standing of the Association, known for their professional and organizational experience and for their service and commitment to the Association. Their appointment shall be made by the President of the Association with the concurrence of the Executive Board and shall be for a period of one year renewable automatically from year to year until the member resigns or is replaced by the Executive Board. No more than one-fifth of the appointed members may be replaced in any twelve-month period.
Past Presidents who served at least one year shall automatically become members of the Board of Trustees and continue to serve in that capacity unless the individual declines or resigns. Past Presidents may be removed only for cause by a vote of two-thirds of the Executive Board as well as the Board of Trustees.

Section 4. The primary duties of the Board of Trustees shall be to assist in insuring that all activities of the Executive Board are in conformance with the By-Laws of the Association. The duties also include the execution of any assignment given by the Executive Board as well as provide clarifications to any request for consultation and/or advice. Under extreme, unforeseen and highly unusual circumstances, the Board of Trustees shall have the power to call for a General Assembly meeting, and the call for the meeting shall indicate the circumstances necessitating the meeting and the nature of the business to be conducted. The Board of Trustees shall have no control or involvement in the daily conduct of Association business by the Executive Board. The Board of Trustees shall not receive any compensation in their capacity as Trustees of the Association.

ARTICLE VIII - GENERAL ASSEMBLY MEETING

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

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. Amendments must be mailed 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, 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 mending the by-laws.

ARTICLE IX - ELECTIONS AND QUALIFICATIONS OF CANDIDATES FOR OFFICES

Section 1. Qualifications

A. Any candidate or nominee for any office shall be a current Member practicing in the field of Engineering, Architecture or Computer Science with good moral character and have been a member in good standing for at least one year.

B. A nominee for the Office of President shall also have served this Association for an aggregate of at least two years in the capacity of an Officer or a Committee Chairperson.

C. A nominee for the Office of 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 the Nomination Committee or by petition as provided in section 3 and 4 below. There shall be no nominations from the floor.

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 (3) and not more than seven (7) members of the Association who are known for their active interest in the affairs of the Association.

B. Beginning in January, the Nomination Committee shall, by letter or announcement to the General Assembly, solicit candidates to fill all positions of Officers 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 article IX 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 noted 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. Election Voting. Votes may be cast by all eligible members in person at the Election Meeting in May or starting in 2007 via the website by all eligible members.

Section 8. All elections shall be conducted by the Nomination Committee. The results of the balloting for an election shall be announced to the General Assembly and reported to the members.

ARTICLE X SCHOLARSHIP

Section 1. The scholarship award is to be presented to an undergraduate or graduate student in the field of Engineering, Architecture or Computer Science, with preference to the undergraduate. The objective is to promote engineering, architecture and computer science as a worthy profession and to foster stronger ties between AAAEA and the Arab American Community. Subject to availability of funds, one or more scholarships will be awarded in an amount of $1000, $1500 or $2000, based on the applicant’s qualifications which will be examined and graded in accordance with the criteria established by the Scholarship Committee. The grade attained shall determine the amount of the award. The award will be presented at an AAAEA function.

Section 2. The President, with the approval of the Executive Board, shall appoint a Scholarship Award Committee. The Committee shall consist of not less than three (3) and not more than seven (7) 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 step down.

Section 3. Applicant Minimum Requirements

A. Must be a Student Member of AAAEA.

B. Must be an undergraduate or graduate student currently studying in the field of Engineering, Architecture or Computer Science at an accredited four year College or University in the State of Illinois or a resident of the State of Illinois.

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 XI – CHAPTERS

Section 1. The Executive Board may authorize any group of 10 or more to establish a self governing chapter within a designated geographical area in Illinois, provided that the individuals meet the membership requirements of ARTICLE II - GENERAL MEMBERSHIP.

Section 2. Each Chapter shall adopt its own Constitution and Bylaws for its operation which shall be substantially compatible with these Bylaws. Such Constitution and Bylaws, and any proposed amendments thereto in the future, shall be submitted to the Executive Board for approval prior to adoption.

Section 3. Qualified individuals residing outside the designated area of any chapter may apply for membership to the chapter of their choice.

Section 4. The Executive Board retains the authority to make rules governing such matters as Chapter operations, financial management and controls, chartering, suspension and dissolution. No individual or chapter may contract any financial or other obligation in the name of AAAEA, unless expressly so authorized in writing.

Section 5. The Chapter shall be notified of Executive Board Meetings and is entitled to send a representative to attend the Meeting and/or send items to be included in the Meeting Agenda.

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© (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. These Constitution and By-Laws may be adopted, amended, or repealed 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 prior to any General Membership Meeting.

AMENDED and RATIFIED

This 17th day of May 2008 at the General Assembly Meeting at UIC.