ARTICLES OF INCORPORATION

OF

THE ASSOCIATION OF HAITIAN AND AMERICAN ENGINEERS
(Association Des Ingenieurs Haitiens et Americains)

ARTICLE I

Name of the Association.

The Name of the Association shall be " Association Des Ingenieurs Haitiens et Americains", (abbr. A.D.I.H.A.) or Haitian and American Engineering Association, Inc. The location of the Association shall be 1126 East 37 Street Brooklyn, City of New York, County of King, State of New York 11210.

ARTICLE II

Status of the Association.

The A.D.I.H.A. is a non-profit Organization of Engineers and all those disciplines related to engineering. No parts of its assets, income, or profit shall be distributed to or be used for the personal benefits of its members, directors or officers or any private persons except to the extent permissible under the laws.

ARTICLE III

Purposes of the Association.

The Association shall:

1. Help Haitian and American professionals with engineering background share experience and knowledge.
2. Initiate and promote scientific and technical programs to benefit the Haitian American Community.
3. Engage in all lawful activities incidental to the foregoing purposes except as restricted herein.

ARTICLE IV

The Association is recognized as a tax exempt organization under section 501 ( c) (3) of the Internal Revenue Code ; as all contributions to the Association are deductible under Section 170 (c ) of the Internal Revenue Code. As such the A.D.I.H.A. shall neither have or exercise any power or engage in any activities that would abrogate its status as an association which is exempt from paying federal taxation nor shall the Corporation engage in any forbidden activities prohibited by the Federal laws or the New York State Statute.

ARTICLE V

The territory in which the Association ‘s operations are to be conducted is principally in the United States of America. Activities might be conducted in foreign countries provided they are not in violations of the laws of the State of New York.

ARTICLE VI

Upon The Dissolution of the Association, its board of directors, after payment of all liabilities of the Association , shall distribute all remaining assets of the corporation to organizations whose contributions also are deductible under Section 107 (c ) of the internal Revenue Code.

ARTICLE VII

All references herein to provisions of the Internal Revenue Code shall be deemed to include both amendments thereto and statutes, which succeed such provisions (i.e. the corresponding provisions of future United States Internal Revenues Laws).

ARTICLE VIII

Standing Committees

There shall be four (4)-standing committees designated as follows: Executive, Finance, Planning and information.

ARTICLE IX

Executive Committee

The activities of the association are managed and controlled by the Executive Committee which consists of:

1. A President
2. A Vice-President
3. The Chairpersons of the Finance, Planning and Information Committees.

-Members of the Executive Committee shall be elected for two (2) years.

-Voluntary members shall assist and report to the Chairpersons of the Committees.

-The Chairpersons may call meeting of the Standing Committees at any time.

ARTICLE X

• The President shall:

1. Be the Chairperson of the Executive Committee.
2. Preside all meetings of the Association
3. Inform the members on all activities of the Association.
4. Be empowered to make decisions on matters requiring immediate actions when two-third of the Executive Committees’ members cannot be reached.

• The Vice-President shall:

1. Be the custodian of the records of the Executive Committee.
2. Issue notices of meetings of the Association and process all correspondence.
3. Make records and all pertinent information available to members of the Association.
4. Perform all the duties of the President in his absence.

ARTICLE XI

• The Finance Committee shall:

1. Be in charge of all the assets and funds of the Association.
2. Make plans and coordinates all fundraising activities.
3. Submit an annual budget at the beginning of each fiscal year.
4. Prepare and present a report on the financial condition of the Association at each Executive Committee meeting.
5. See to it that the budget of A.D.I.H.A. is always balanced.
6. The treasurer shall be the Chairperson of the Finance committee.
   He or she shall – with the president – sign all the checks and requisitions authorized by the Executive Committee.
   He or she shall receive and issue receipts of all membership dues, donations, and grants and shall keep all moneys of the association in a bank account maintained for that purpose.
   He or she shall keep accurate records of receipts and disbursements and furnish a monthly report to the Executive Committee and to the General Assembly.
   
7. No transactions or disbursements of funds can be made- except as stated in the preceding paragraph – without written approval of the Executive Committee.
8. In the absence of the Treasurer, the president or the vice –president will fulfill his duties.

ARTICLE XII

The Planning Committee shall:

1. Receive all ideas and suggestions made to the Association by members and other parties.
2. Make feasibility studies of all activities/ projects.
3. Prepare and submit to the Executive Committee a detailed analysis of each feasible project.
4. The Chairperson of the Planning Committee is the chief Analyst of all projects undertaken by the A.D.I.H.A. he or she shall be the custodian of all records dealing with any project.

ARTICLE XIII

The information committee shall:

a) Be in charge of all internal and external publications including leaflets, brochures, newsletters or any form of press release.

1. Compile and edit technical, scientific and other materials proposed for publication
2. Provide information to the general public or any group in conformity with the rules governing such actions.
3. Purchase engineering and technical materials such as books or any tools for projects and studies undertaken by A.D.I.H.A.
4. Make all documents available upon request to members of the association and keep its library functioning
5. Conduct periodic surveys to determine the interests of the members.
6. The Chairperson of the Information Committee shall prepare a detailed report on the activities of the committee whenever required.

ARTICLE XIV

ELECTIONS

All members of the Executive Committee shall be elected. Elections shall be held every two years, two months prior to the end of an office term.

An Electoral committee shall be formed two months prior to the election process to insure that the rules governing the electoral process are respected.

Candidates shall register with the election committee no later than a month prior to the elections.

To be eligible for a function, a member shall:

1. Be an active member i.e. attend at least two-thirds (2/3) of the general assembly meeting within a two year period.
2. Be in good standing with the Association.

Members can be elected to serve two consecutive terms. After a two-term stint in the same position, a two-year leave is mandatory.

A four-month period shall be set for the election and transition process.

ARTICLE XV

MEMBERSHIP

There shall be 4 types of members

1. Regular members
2. Associate members
3. Affiliate members
4. Honorary members

• A regular member shall be a citizen or permanent resident of the United States with at least a B.S. degree in engineering or related discipline (Physics, Mathematics, Computer Sciences, Architecture etc.…) from an accredited institution in the U.S. or abroad.

• An associate member shall be a citizen or permanent resident of the U.S. who is an engineering student or holds an associate degree in engineering or allied discipline.

• An affiliate member is one who has a degree in engineering but cannot fully participate in the activities of the A.D.I.H.A.

• Honorary membership is conferred upon certain individuals or Associations in appreciation of services rendered or dedication to the association.

All member of the A.D.I.H.A. shall be entitled to:

1. Vote during general assembly deliberations
   
2. Elect members of the Executive Committee
   
3. Represent the A.D.I.H.A when called upon to do so
   
4. Conduct research, surveys etc. and give conferences in the name of the A.D.I.H.A.
   
5. propose amendments to the association charter
   
6. Formulate grievances against other members for violations of the code of Ethics or of the Association’s charter
   
7. Write articles for any publications of the A.D.I.H.A.

ARTICLE XVI

By laws

** Upon resignation of the president or his/her removal from office or inability to fulfill his/her duties. The vice-president shall assume the presidency for the unexpired term. A new vice president shall then be picked by the president and approved by the executive Committee.

** Members of the Standing Committees, at the exception of the chairpersons of those committees, are volunteers. A volunteer member of a Standing Committee may resign upon a fifteen-day advanced notice.

** Upon a chairperson’s resignation, the president shall designate a new chairperson who must be approved by the Executive Committee.

** The Executive committee shall form special committee to handle certain specific tasks . Members of such committees are chosen from the general membership and shall serve till the completion of their assigned duties.

**All proposed amendments shall have the approval of the majority of the members. No laws of the constitution can be adopted, annulled or altered without the approval of two thirds of the general membership.

**Member shall act as agent of the A.D.I.H.A. only with permission from the Executive committee.

** No literature shall be distributed in the name of the association unless authorized by the Executive Committee.

**If the activities of a member or if his/her conducts are detrimental to the reputation of the association, the Executive Committee shall take punitive actions that could lead to termination of membership.

** If the activities of an officer or of the entire Executive Committee are unsatisfactory to the point of jeopardizing the existence of the Association, the General membership shall take punitive actions or call for the dissolution of the executive committee.

** Upon the dissolution of an Executive Committee, a five-member committee shall be appointed by the general assembly to manage the association pending the election of a new Executive committee.