CONSTITUTION AND BY-LAWS
(By-Laws WORD Document)

ARTICLE I

(Name and Definition)

This Organization shall be know as The American Portuguese Engineering and Architecture Society; also recognized by the acronym A. P. E. A. S., and herein referred to as the Society. The Society shall operate as a non-profit corporation organized under the laws of the State of New Jersey.

ARTICLE II

(Logo and Seal)

The official logo and seal of the Society are represented in Appendix A.

ARTICLE III

(Headquarters)

The headquarters of the Society is in the State of New Jersey. Chapters of the Society may be founded in other regions.

ARTICLE IV

(Mission Statement)

The Society's mission is to protect, promote and enhance professional integrity and solidarity amongst engineers and architects of Portuguese heritage, as well as create a forum for social, political and economic empowerment of its members

ARTICLE V

(Objects)

The objectives of the Society are to provide a social vehicle for the solidarity of the Engineering and Architecture professionals of Portuguese heritage residing in the United States of America, with the following specific purposes:

a) Promote and uphold the professional and personal values of the members of the Society to the highest standards.

b) Develop and support technical and commercial activities among its members.

c) Promote the expansion of the Society at the national and international levels.

d) Promote the career advancement and professional growth of its members, through the utilization of human resources networking.

e) Promote the enhancement of the social and economic status of its members.

f) Support the activities and objectives of other Portuguese-American and Portuguese organizations in the enrichment of the social and economic well-being of the Portuguese Community.

g) Promote and implement social, cultural and scientific events among the Portuguese Community, with special attention to Portuguese-American Youth.

h) Create a forum for the discussion and publication of selected topics within the technical, social, economic and political fields.

g) Create and maintain an information center (library and computer software) to satisfy the technical needs of the Society members and to guide and motivate students in their engineering and architectural scholastic preparation.

 

ARTICLE VI

(Membership -- Eligibility)

The Society shall have four categories of membership:

a) Any Portuguese born resident of the United States, or Portuguese-American resident of the United States, up to and including the second generation, with at least a Bachelor's Degree from any accredited educational institution in any branch of Engineering or Architecture, including Computer Science, is eligible for Regular Membership.

b) Any Associate Member, if married to a Regular Member, is eligible for Regular Membership.

a) Any person with at least a Bachelor's Degree from an accredited educational institution in any branch of Engineering or Architecture, including Computer Science, is eligible for Associate Membership.

a) Any Portuguese born resident of the United States, or Portuguese-American, up to and including the second generation, matriculated in any branch of Engineering or Architecture, including Computer Science, is eligible for Student Membership.

b) Any person matriculated in any branch of Engineering or Architecture, including Computer Science, married to a Regular Member is eligible for Student Membership.

a) Any person of esteemed character, who may not otherwise be eligible for membership in the Society, but has rendered distinguished services to A.P.E.A.S., to Engineering, Architecture, Science, and or to the Portuguese Community may be admitted as an Honorary Affiliate Member of this Society.

b) The nomination of an Honorary Affiliate Member must be in writing and signed by a minimum of five Regular Members, submitted for approval to the Executive Council of the Society and ratified by two-thirds majority vote of the Board of Trustees.

 

ARTICLE VII

(Membership -- Enrollment, Rights, and Privileges)

1. Applicants for Society membership are required to submit an application, as shown in Appendix B, to the Membership Committee, an up to date curriculum vitae, and the corresponding initiation fee.

2. Regular Members, as defined in Article VI, Par. 1.a, in good standing shall have the right,

a) to vote.

b) to hold office in the Executive Council and/or the in the Board of Trustees.

c) chair committees.

d) participate in all the activities of the Society.

3. Regular Members, as defined in Article VI, Par. 1.b, in good standing shall have all the rights mentioned in Article VII, Par. 2, except they cannot hold the offices of President and/or Executive Vice-President.

4. Associate Members in good standing shall have the right to participate in all the activities of the Society except, voting, holding office, or chairing committees.

5. Student Members in good standing shall have the right to participate in all the activities of the Society except voting, holding office, or actively participating in committees.

6. Honorary Affiliate Members shall not pay any initiation fee or annual dues nor be subject to any assessment, and will be allowed to use all the benefits of the Society except voting, holding office, or chairing committees.

7. Active member participation requires the "member in good standing" condition, which implies the payment of the membership fees within three months from the due payment date.

8. Members with more than three months of membership dues in arrears shall be barred from voting.

9. Members with more than one year of membership dues in arrears shall be considered inactive members. If the period in arrears is longer than two years the membership shall be terminated.

10. Members who have had their membership terminated can only be reinstated to the Society by meeting the requirements set forth in Par. 1 above, submitting an acceptable written justification for reinstatement, paying all dues in arrears, and in accordance with Article IX, Par. 7.

11. Membership dues and fees are set forth in Appendix C.

12. The membership fees may be periodically increased, through a proposal of the Executive Council, but not within two years of the last increase.

13. Approval of any changes to the Membership Fee Schedule, mentioned in Appendix C, Pars. 1-7, shall require a minimum of two thirds affirmative vote by the Board of Trustees. With approval, the Membership Fee Schedule, mentioned in Appendix C, Pars. 1-7, shall be amended accordingly.

ARTICLE VIII

(Board of Trustees)

1. The Board of Trustees of the Society shall always be composed of an odd number of members consisting of:

a) The President of the Society.

b) The Past President of the Society.

c) Five (or Six) elected members, i.e. Trustees, to meet the odd number requirement.

2. The Board of Trustees shall elect annually a Chairperson from among its members to serve in that position for a period of one year. The active President of the Society cannot serve as the Chairperson of the Board of Trustees.

3. The Chairperson of the Board shall vote only to break a tie.

4. The Board of Trustees shall hold office for a three year term.

5. The Board shall convene at least six times during the administrative year on a bi-monthly basis to be announced by the Chairperson of the Board.

a. The meetings shall be called by the Chairperson of the Board or President of the Society.

b. Extraordinary sessions of the Board of Trustees can be called by either the Chairperson of the Board of Trustees or the President of the Society.

6. A quorum for all Board meetings shall consist of two thirds of its members.

a) If a quorum cannot be met at the first call, another meeting shall be called within two weeks, at which time decisions shall be made if at least two members are present.

b) If only two members are present at the second meeting, the President of the Society shall have two votes.

c) If the Chairperson is absent at a Board meeting he shall designate an alternate Chairperson for that meeting. In the absence of a designate Chairperson, those present will elect a Chairperson for that meeting.

d) Decisions at a Board meeting shall be made by the majority vote of the members present.

 

ARTICLE IX

(Duties of the Board of Trustees)

1. The Board of Trustees shall approve the annual budget proposed by the Executive Council.

2. The Board of Trustees shall audit and approve the financial statement of the Society.

3. The Board of Trustees shall resolve all conflicts due to undefined circumstances within the Constitution and By-Laws of A.P.E.A.S.

4. The Board of Trustees shall review and approve for ratification by the General Assembly all proposed amendments to the Constitution and By-Laws of A.P.E.A.S.

5. The Board of Trustees shall approve the nominations of Honorary Affiliate Members.

6. The Board of Trustees shall vote on the reinstatement of previously terminated members.

7. The Board of Trustees shall rule on fee changes proposed by the Executive Council.

 

ARTICLE X

(Officers)

1. The Executive Council of the Society shall be composed of the following elected officers:

a. President

b. Executive Vice-President

c. Vice-President of Commercial and Business Affairs

d. Vice-President of Community and Philanthropic Affairs

e. Vice-President of Cultural and Social Affairs

f. Vice-President of Public Relations

g. Vice-President of Technical and Scientific Affairs

h. Secretary

i. Treasurer

2. The President, Executive Vice-President, and all Vice-Presidents shall be elected on a ticket by the General Assembly of A.P.E.A.S. The elected ticket shall begin its term 30 days following the general election and serve a term of two years.

3. The Treasurer and Secretary shall be elected independently by the General Assembly of A.P.E.A.S. The Treasurer and Secretary shall both begin their terms 30 days following the general election and each serve a term of two years.

ARTICLE XI

(Duties of the Officers)

1. The President of the A.P.E.A.S. shall perform the following roles and duties:

a. Represent A.P.E.A.S. in all matters, internal and external to the Society.

b. Supervise and coordinate all the functions of the Executive Council.

c. Call and preside over the meetings of the Executive Council.

d. Call extraordinary meetings of the Board of Trustees.

e. Develop and execute, in conjunction with the Executive Council, an annual budget for the Society, subject to approval by the Board of Trustees.

f. Replace any Vice-President who, for any reason, cannot carry out the roles and duties of his/her office, with the approval of the Executive Council, and the Board of Trustees.

g. Validate all contracts and agreements.

h. Carry out the stated obligations and requirements of the office, and fulfill his/her goals throughout the two year term.

i. Cosign all Society checks in conjunction with the Treasurer.

2. The Executive Vice-President of A.P.E.A.S. shall perform the following roles and duties:

a. Supervise Society scholarship programs.

b. Create and chair special purpose committees.

c. Designate forums for General Assembly meetings.

d. Pursue corporate sponsorships.

e. Perform the duties of the President of the Society, when the President is absent.

3. The Vice-President of Commercial and Business Affairs shall perform the following roles and duties:

a. Seek group purchase and group insurance discounts for Society members.

b. Pursue commercial and business lobbying.

c. Periodically update members on business, law, and tax information

d. Investigate and identify employment and work opportunities for Society members.

e. Investigate and identify consulting opportunities for Society members.

4. The Vice-President of Community and Philanthropic Affairs shall perform the following roles and duties:

a. Promote Portuguese-American cultural events.

b. Serve as the interface between the Society and other Portuguese-American and/or Portuguese Community organizations.

c. Expose non-engineers and non-architects, including students, to the engineering, architecture, and computer science professions.

d. Develop and coordinate mentorship programs for the technical advancement of Portuguese-American youth.

e. Develop and coordinate tutoring programs for students.

f. Coordinate a general information HELP LINE.

5. The Vice-President of Cultural and Social Affairs shall perform the following roles and duties:

a. Endeavor to develop Portuguese cultural awareness among Society members.

b. Seek the improvement of Portuguese linguistic skills among Society members.

c. Coordinate networking events among Society members.

d. Coordinate social dinners.

e. Coordinate meetings.

f. Pursue fund raising.

6. The Vice-President of Public Relations shall perform the following roles and duties:

a. Promote the Society and its goals externally.

b. Pursue and coordinate political action activities.

c. Develop and coordinate national and international relations.

d. Publish the Society's newsletter.

7. The Vice-President of Technical and Scientific Affairs shall perform the following roles and duties:

a. Coordinate and gather technical information for the Society's newsletter and other technical publications.

b. Seek and recommend technical information for the Society's Library.

c. Serve as the technical liaison with other professional organizations.

d. Promote the engineering, architecture, and computer science professions among Society members.

e. Develop work skills among members.

f. Promote the career enhancement, and the professional development of Society members.

g. Chair technical seminars.

8. The Secretary of A.P.E.A.S. shall perform the following roles and duties:

a. Responsible for the maintenance of the Society's Library.

b. Maintain all personal files of Society members, with guaranteed confidentiality.

c. Maintain accurate records and databases of the Society.

d. Record all minutes of the Executive Council, Board of Trustees, and General Assembly meetings.

9. The Treasurer of A.P.E.A.S. shall perform the following roles and duties:

a. Control the Fiscal Budget.

b. Maintain accurate financial records.

c. Maintain receipts of payments.

d. Notify Society members of past dues.

e. Maintain accurate banking records.

f. Present monthly financial reports to the Executive Council, and annual reports to the General Assembly.

g. Maintain an inventory of all Society assets.

h. Cosign all Society checks in conjunction with the President of the Society.

 

ARTICLE XII

(General Assembly)

1. The General Assembly of A.P.E.A.S. shall be composed of all the Regular Members of the Society in good standing.

2. The General Assembly shall meet annually during the first quarter of the calendar year.

3. The General Assembly meetings shall be conducted by three to five members of the Board of Trustees, selected by the Chairperson of the Board of Trustees, who shall chair the meetings.

4. General Assembly meetings shall be conducted for the following purposes:

a. All elections, including the elections for officers, Trustees, and any other special elections.

b. Reporting and reviewing annual reports, including Executive Council, and Treasurer's reports.

c. Ratifying amendments to the Constitution and By-Laws of A.P.E.A.S.

d. Resolving predetermined meeting agenda items, and other miscellaneous business.

5. A notice of a General Assembly meeting, stating the date, time, and place where the meeting will be held, shall be mailed to each member in good standing, no less than 30 days prior to the event.

6. A General Assembly meeting shall be held regardless of the number of Regular Members in attendance.

7. Every proposal or action taken at a General Assembly meeting shall be decided through a majority vote of the membership in attendance, except as noted in Article XIX, Par. 2.

8. Extraordinary meetings of the General Assembly may be called by:

a. The Board of Trustees.

b. The Executive Council.

c. At least ten Regular Members in good standing.

9. Notifications for all General Assembly meetings shall be processed through the Secretary of the Society.

 

ARTICLE XIII

(Nominating and Elections Committee)

1. The Nominating and Elections Committee shall be chaired by the immediate past President of the Society.

2. The Chairperson of the Committee shall appoint four members from the Regular Membership to serve on the Nominating and Elections Committee. All the members must be impartial and not be running for elected office.

3. The Nominating and Elections Committee shall convene two months prior to the election date.

4. The Committee will receive the list of candidates submitted by each Presidential candidate for approval, and receive the list of independent candidates for the posts of Secretary, Treasurer, or Trustee.

5. After each Presidential ticket or independent candidate has been certified as valid, the Nominating and Elections Committee will officially nominate each candidate for the office.

6. The Committee will validate the secret ballot election results.

 

ARTICLE XIV

( Membership Committee)

1. The Membership Committee shall be comprised of five members in good standing, appointed by the Executive Vice-President of the Society.

2. The Membership Committee shall review the applicant's status for membership, and then submit the application to the Board of Trustees for approval.

 

ARTICLE XV

(Elections)

1. Each presidential candidate shall formulate a list of Vice-Presidents for his ticket and submit this list to the Nominating and Elections Committee, at least 30 days prior to the election date.

2. Candidates for the posts of Secretary, Treasurer, and Trustee shall submit their names to the Nominating and Elections Committee, at least 30 days prior to the election date.

3. The Nominating and Elections Committee will certify each ticket and independent nominee for eligibility and secure the acceptance from each candidate for nomination.

4. Ordinary elections shall be held at the General Assembly meeting of the Society.

5. Voting shall be cast by secret ballot, or by mailed proxy vote opened on the election date.

6. Ties shall be decided by a run-off election. The Chairperson of the Board of Trustees shall cast the deciding vote in case of a second tie.

7. The Nominating and Elections Committee shall count the votes for each post, tabulate the results, and notify the Secretary, who shall announce the winners before the General Assembly.

8. Those elected shall assume the duties and powers of their respective offices 30 days after the annual election.

 

ARTICLE XVI

(Disciplinary Action)

1. Any willful violation of the Constitution and By-Laws of A.P.E.A.S. or Rules of Order, by any member of this Society, will constitute a disciplinary infraction.

2. The penalties for disciplinary infractions, depending on the severity of the violation, are as follows:

a. Oral reprimand.

b. Written reprimand.

c. Suspension from all Society activities for a minimum of one year.

3. All penalties shall be judged and issued by the Board of Trustees, after a proper hearing with the alleged violator.

4. Any officer or Trustee given a written reprimand or suspension, is immediately forced to resign his/her duties of office.

 

ARTICLE XVII

(Resignations and Delegation of Authority)

1. Resignations:

a. An officer or Trustee may not resign without due cause. In such a case, a letter of resignation, stating cause and intent, must be submitted to the Board of Trustees.

b. The resignation shall take effect immediately after its acceptance by the Board of Trustees. No resignation shall discharge any responsibility or obligation of an officer.

2. Delegation of Authority:

a. Any vacancy in the Office of President shall be filled for the remainder of the unexpired term by the Executive Vice-President.

b. Any vacancy in the Offices of Executive Vice-President, and any Vice-President shall be filled for the remainder of the unexpired term by presidential appointment with the consent of the Board of Trustees.

c. Any vacancy in the Offices of Secretary, and/or Treasurer shall be filled for the remainder of the unexpired term by a recommendation of the departing officer, subject to the approval of the Board of Trustees.

 

ARTICLE XVIII

(General Provisions)

1. Availability of Records:

The correspondence and the minutes books, the Treasurer's books of account, and the Secretary's records of the Society, except any confidential matters relating to membership applications and bestowals of Honorary Affiliate Membership, shall be open to inspection at the executive offices of the Society during the business hours fixed by the Executive Council, by any member of the Society in good standing.

2. Rules of Order:

The rules contained in Robert's Rules of Order, Newly Revised, shall supplement these By-Laws. They shall govern the Society, the Executive Council, the Board of Trustees, and any meeting of this Society in all cases in which such rules are applicable and are not inconsistent or in conflict with law, these By-Laws, or any other rules and regulations adopted by this Society.

3. Liability:

In the absence of misconduct, fraud, or bad faith, the present and former officers, members of the Board of Trustees, or any employee of this Society shall not be personally liable for its debts, obligations, or liabilities.

4. Indemnification:

If any officer or Trustee of the Society is made a party to any civil or criminal action or proceeding arising from the performance by the officer or Trustee of his or her duties on behalf of the Society, then to the full extent permitted by the laws of the State of New Jersey, the Executive Council, by affirmative vote of a quorum of its members who are not parties to the action or proceeding, may indemnify such officer or Trustee for all sums paid by him or her in the way of judgments, fines, settlements, and reasonable expenses, including attorney's fees actually and necessarily incurred, in conjunction with the action or proceeding.

5. Insurance:

The Executive Council may authorize the purchase and maintenance by this Society of such insurance on behalf of the present and former officers, Trustees, employees, and persons acting in any other capacity at the request of this Society. The purpose being the protection of said persons against any liability asserted against them in such capacity, whether or not this Society would have the power to indemnify such persons under applicable law.

6. Dissolution:

In the event that the Society is dissolved, for whatever reason, all assets of any nature whatsoever, shall be liquefied. A Dissolution Committee shall be formed to distribute the liquidated assets to scholarships within the Portuguese Community.

 

ARTICLE XIX

(Amendments)

1. Any amendment(s) to the Constitution and By-Laws of A.P.E.A.S. may be submitted by any member to the By-Laws Committee, and in accordance with Article IX, Par. 4.

2. A vote of two-thirds of the members in good standing in favor of the proposed amendment(s) is required for ratification and to amend the Constitution and By-Laws of A.P.E.A.S.

 

ARTICLE XX

(Adoption and Effect)

Upon the adoption of the amended By-Laws, all previous Constitutions and By-Laws inconsistent herewith, shall be superseded.

APPENDIX C

(Dues and Fees)

1. Annual dues for Regular Membership in the Society are (in U.S. dollars) $120.00 payable in a yearly lump sum.

2. Annual dues for Associate Membership in the Society are $60.00 payable in a yearly lump sum.

3. Annual dues for Student Membership in the Society are $20.00 payable in a lump sum.

4. Honorary Affiliate Members shall be exempt from the payment of annual membership fees.

5. An initiation fee of $50.00 (in U.S. dollars) shall be paid for membership enrollment by all Regular and Associate Member applicants, in addition to the annual fee payment.

a. Student Membership applicants shall be exempt from the initiation fee until they become eligible for Regular or Associate Membership.

6. Membership dues may be temporarily waived for members in financial difficulties, upon the consideration of the Executive Council..

7. Membership dues may be temporarily reduced for spouses of members, upon the consideration of the Executive Council.

 

 

- Statement of Enactment -

We, the members of The By-Laws Committee have drafted and reviewed this document and find it in full accordance with the stated goals and mission of Our Society. This Constitution and By-Laws of The American Portuguese Engineering and Architecture Society is effective as of March 5, 1994, and shall be subject for review during the next General Assembly meeting.

The members The Committee are: Manuel Dantas, Fernando Esteves, Anibal Filipe, Luis Gaspar, Antonio Gomes, Jose Reis, Amelia Salazar, Orlando Salazar, Sri Silimkhan, Francisco Suzano.