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Bylaws / Constitution and Code of Ethics





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 engineering disciplines, and desiring to enhance our professional development do hereby promulgate the following Constitution and By-Laws:



Section 1. Name

The name of the organization is the Arab American Association of Engineers and Architects (AAAEA) hereinafter called the Association.

Section 2. Place of Registration

State of New Jersey, United States of America.

Section 3. Mission and Objectives

The AAAEA is a professional organization dedicated to helping its members succeed in their professions by networking among each other through social activities and by conducting continuing education seminars and workshops. It is a non-political and non-religious organization open to all architects, engineers and computer science professionals of Arab heritage with the following objectives:


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

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

C.   To conduct academic review courses to help members and non-members prepare for examinations to become registered as engineer interns and as professional engineers; and to conduct technical seminars to update members' knowledge in technology and regulations affecting the 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.   The Association shall not carry out any activities not authorized 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.

I.      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.



Section 1. Definition of an Engineer

Any person who has a degree in Engineering, Computer Science, or Architecture from an accredited institution.

Section 2. Membership

Regular Members are those individuals, defined by Article II, Section 1, who subscribe 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 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 Member also is eligible to hold any office and receive any honor bestowed by the Association. The Regular 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 interest in the Association. The Associate Member shall have all the privileges of the Regular Member including the right to attend and participate in all meetings of the Association, but excluding the right to vote or hold an office.


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 Member including the right to attend and participate in all meetings of the Association, but excluding the right to vote or hold an office.

Section 5.

Student Members are students who are studying Engineering, Architecture or Computer Science and have the interest to participate in the Association. The Student Member shall have all the privileges of the Regular 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 6.

Corporate Members are those engineering companies who have expressed and demonstrated interest in the Association. A Corporate Member shall be granted up to 4 members.  These members shall have all privileges of the Regular  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 7.

Membership in the Association shall be subject to filing the appropriate application form and approval by the Membership Committee.

Section 8.

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



Section 1. Dues

Annual dues for all memberships are to be paid by February 1 according to the following:

A.   Regular and Associate Membership fees - seventy dollars ($50.00).

B.   Student Memberships - Ten dollars ($10.00).

C.   Honorary Members pay no dues.

D.   The Corporate Membership fee - two-hundred fifty dollars ($250.00).


Section 2.

The Association may accept donations and contributions, 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.

The fiscal year shall be Oct 1st thru September 30th of each year. The outgoing Administration shall present a financial report and during the General Assembly meeting first week of November of same year.

Section 5.

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

Section 6.

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 1. Officers

The officers are the President, Vice-President, Secretary, Treasurer, and Public Relations Officer. They shall comprise the Executive Committee.

Section 2.

The President, Vice-President, Secretary, Treasurer, and Public Relations Officer will have two (2) years tenure each.   Members of the Executive committee shall be elected once every two years. The President may not serve for more than two consecutive terms.

Section 3.

The tenure of Officers and Committee Chairpersons starts and ends during the last week of each year. The tenure ends after each succeeding elected Officer and Chairperson has taken office.

Section 4.  Duties of the Officers

A.   General Duties of all Officers and Chairpersons shall be to perform the duties and responsibilities necessary to implement the provisions of the By-Laws of the Association and to ensure that all activities of the Association conform to all Federal, State and local laws.

B.   The President shall preside over all Executive Boards, General Assembly and Special meetings; administer the day to day activities of the Association; deliver the semi-annual report of the State of the Association to the General Assembly; call special meetings; sign all necessary organizational documents; and represent the Association in technical, civic and social activities; authorize expenditures for approved events and functions in consultation with the committee. The President shall appoint an Auditing Committee consisting of a minimum of three (3) in December 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 Membership 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 is the custodian of the Association's seal. The Secretary shall 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 requests of meeting of the Association; send all members in good standing reports, copy of the By-Laws and publications; attend to all correspondences of the Association; prepare the agenda for all meetings of the Association in consultation with the President; and send out appropriate notices for meetings or other functions of the Association to the Executive Board.

E.   The Treasurer is the custodian of all funds and properties of the Association. The Treasurer shall assume all official financial transactions of the Association, such as collection of dues and payment of bills; shall issue accurate monthly financial reports to the Executive Board and a quarterly audited financial statement to the members and the proper government agencies; keep current, correct and accurate accounts of funds, properties, assets and liabilities of the Association; deposit all checks, notes and negotiable instrument and disburse funds as authorized by the President; and have such accounts open to examination at all reasonable hours by any member or government agencies.

F.    The Public Relations Officer shall be concerned with the Association relations with other organizations and agencies; promote the Association objectives; shall be the Chairperson Outreach committee; and attend to all external affairs.

Section 5.

In the event a vacancy(s) arises 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 member to fill such vacancies until the next election.



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 in conformance 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 shall be replaced. The Executive Board will appoint a replacement to serve the balance of the term.



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. The founders of the association shall appoint up to five members to serve on the first Board for two years and may be eligible for reappointment. Subsequently, the General Assembly shall select five members to serve on the Board for two years and maybe eligible for reappointment, up to three appointed members by the president, and up to seven past AAAEA presidents having served at least one full term.  The first serving Board shall be selected within the first year.

Section 2.

Chairperson of the Board of Trustees shall be the immediate past President, another 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.

The President of the Association with the concurrence of the Executive Board shall appoint up to three members to the Board of Trustees and they shall serve for two year terms and may be eligible for reappointment. 

Section 4.

The primary duty of the Board of Trustees is to assist in ensuring 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 Executive Board activities. The Board of Trustees shall not receive any compensation in their capacity as Trustees of the Association.



Section 1.

There shall be two (2) General Assembly Meetings held in the first week of May and in November each year. Elections of Officers and Committee Chairpersons shall take place during the November General Assembly Meeting.


Section 2.

The turnover of the administration to the incoming officers shall be done within two weeks from the date of the General Assembly Meeting in November.

Section 3.

Amendments and the ratification of the Constitution and By-Laws may be voted upon during any General Assembly 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.  In case a quorum could not be attained, the meeting shall be adjourned.  The members shall meet within two weeks and all present regardless of percentage shall constitute 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 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 to the General Assembly. The Chairperson of each Committee will appoint the members of 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 member of the Association. They shall also keep records of all Engineering Firms and 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, and providing information on Professional Registration and/or Certification.

D.   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 Newsletter. 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 Newsletter.

E.   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.



Section 1. Qualifications

A.   Any candidate or nominee for any office shall be a Regular Member practicing in his/her special 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.   Beginning in 2009, a nominee for the Office of President or Vice 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.

Section 2. Nominations

Nominations for any Office shall be made either by the Nomination Committee or by petition as provided in Sections 3 and 4 below. There shall be no nominations from the floor.



Section 3. Nomination Committee

A.   The President, with the approval of the Executive Board shall appoint no later than September 15th 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.

B.   Beginning in October, the Nomination Committee shall, by letter or announcement to the membership, 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 by 20 October indicating his/her qualifications for the Office, past offices held in this 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 wishes to be nominated.

D.   The Committee shall evaluate candidates 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 October 31st

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 October 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 include the name of such person to the General Assembly at the Election Meeting in November with the names slated by the Nomination Committee.

Section 5. Elections

All elections shall be conducted by the Nomination Committee. Results of the balloting of all election shall be announced to the General Assembly and reported to the members.



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.



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.





            SECTION 1. Fiscal Year. The fiscal year shall be from January 1 to December 31. 


            SECTION 2. Accounts and Audits.  The books and accounts of the Corporation shall be auditedor properly reviewed and reported by the Treasurer to the Board of Trustees at least annually.


            SECTION 3. Checks, Drafts and other Instruments.  The Board of Trustees shall specifically authorize the establishment of any account(s) required for the effective administration of the Corporation.  Disbursement may be made only in accordance with the budget and such other payments as may be authorized by the Board of Trustees.  All withdrawals from and/of charges against such account(s) shall be made upon the signature of the President and/or Treasurer.


            SECTION 4. Acceptance of Gifts.  The Board or any Officer(s) or agent(s) of the Corporation to whom such authority is delegated by resolution of the Board may accept on behalf of the Corporation any contribution, gifts, grants, bequest or devise for the general purpose or any special purpose of the Corporation.


            SECTION 5. Deposits.  All funds of the corporation shall be deposited from time to time to the credit of Chase bank Account.


            SECTION 6. Loans Prohibited.  The Corporation shall not lend money to, or guarantee any obligation of, or otherwise assist, any Director, officer, employee, consultant or other agent of the Corporation or of any subsidiary.


            SECTION 7.  Contracts.  The Board may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation for goods and services from vendors of its own choosing and such authority may be general or confined to special instances. 





            SECTION 1. Books and Records. The Corporation shall keep books and records

of accounts and minutes of its Board and all committees, if any.  The books containing the minutes and accounts shall be kept in electronic files.  There shall be one (1) hard copy book of these minutes and accounts. The Corporation shall make available for inspection, at its registered or principal office and at the organization’s website, records


                                                               ARTICLE XV




            SECTION 1. No Personal Liability.  The Directors of the Corporation shall not be personally liable for the debts, liabilities or obligations of the Corporation.


            SECTION 2. Indemnification.  The Corporation may indemnify a Trustee, officer, employee or its agent against reasonable costs, disbursements, counsel fees and liabilities in connection with any proceeding involving such Trustee, officer , employee or its agent because of that person’s present or former capacity as a Trustee, officer, employee or its agent in the manner, and subject to any conditions, prescribed by section 15A:3-4 of the New Jersey Non-profit Corporation Act, or corresponding section of any future New Jersey Act, to the extent of the Corporation’s relevant insurance coverage.  

Such person, however, shall not be indemnified where the action or proceeding is based upon or arises out of his own intentional misconduct in the performance of his duties for the Corporation. 


            SECTION 3. Insurance.  The Corporation shall have the power to purchase and maintain insurance on behalf of any Trustee, officer, employee, or its other agent against reasonable costs, disbursements, counsel fees and liabilities asserted by reason of such person’s present or former capacity as a Trustee, officer, employee or its other agent, whether or not the Corporation would have the power to indemnify that person under these By-laws.  The Corporation shall purchase and maintain general Directors and Officers liability insurance.




This 26th day of February 2012 at the General Assembly Meeting at the Widdi Hall, Brooklyn, NY.

Important to Know

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