We, the Americans from Egyptian origin and all individuals and groups who aspire to empower Egyptian Americans in the USA, have agreed to adopt the following bylaws and do hereby establish a non-profit corporation, which is registered in the State of Florida and is to be known as The Alliance of Egyptian Americans Corporation (AEA), hereinafter called the Alliance. The primary goals of The Alliance are to promote true democracy, equity, social justice, cross-cultural understanding, tolerance, and sustainable development in Egypt, and to empower the Egyptian American community in the USA.
Section 1: Name:
The name of the Organization shall be: The Alliance of Egyptian Americans (AEA). AEA is a nonprofit and non-Governmental organization incorporated under the Laws of the State of Florida
Section 2: Goals and Objectives
According to the articles of the incorporation, The Alliance is organized for educational and charitable purposes. Its goals and objectives are to serve the best interest of Egyptian Americans and to advocate healthy relations between the USA and the Egyptian people. Towards this end, the Alliance shall:
Membership in the Alliance is open to all American citizens or holders of the permanent resident status (green card) in the USA. These may include-but not limited to- individuals who are from Egyptian origin, their families and supporters. There are three types of memberships:
Section 1) Active Membership:
For all individuals who have completed the “Membership Application”, been approved by the AEA Board, and paid their annual dues, as determined in this By-Laws.
Section 2) Associate Membership:
For all individuals who support the AEA mission, goals, and objectives but is not American citizen or not permanent resident of the USA. Primary candidates for this membership are Egyptians who live temporarily in the United States. Associate members’ dues are normally 50% of the active members’ dues. They may serve in all AEA committees and task forces, but can not be elected to the AEA national Board of Directors. This membership has no voting privileges
Section 3) Institutional Membership:
This type is open for all non-profit and non-governmental organizations serving Egyptian Americans or Egyptians abroad. The Board of Directors may determine other conditions for this type of membership, including membership dues. This membership has voting privilege.
Section 4) Honorary Membership:
This type is designed as an honor bestowed upon any person, who has performed an outstanding service to the Egyptian American community. Honorary Membership is usually initiated by an active or associate member(s), and shall be decided by the Board of Directors. This membership has no voting privileges
Section 5) Application for Membership
Application for General, Associate, or Institutional Membership shall be made to the Board of Directors of The Alliance on such form as may be prescribed by the Board of Directors. Acceptance of the membership application shall be wholly within the discretion of the Board of Directors.
Section 6) Rights of Members:
In this section, whenever ‘member’ is referred to, it shall mean an active member who has paid his or her dues for at least twelve consecutive months. All of the members shall have the right to attend and participate in the activities in the General Body Meetings of the Alliance. Active members shall exercise their voting rights in the election of the Board of Directors and in any matter of business put to vote in the General Body meetings. Each active member shall be entitled to one vote in the Alliance elections. All votes by active members may be cast either in person, by airmail post, or E-mail. Other rights will be determined or changed by two-thirds majority vote of members attending the General Body Meetings of the Alliance.
Section 7) Resignation and Termination of Membership:
Any member of the Alliance may resign by sending a written resignation to the Board of Directors. The AEA Secretary shall send at least three written reminders to all members to collect their AEA annual dues. Non-payment of annual dues within three months of the beginning of the calendar year will transform the status of the member to inactive membership. Non-payment of annual dues for additional three months may be regarded as an automatic resignation upon the recommendation of the Treasurer and the approval of the Board of Directors.
Section 1) Annual Meeting: Unless the Board decides otherwise, it is to be held in the month of September. The Board in consultation with regional coordinators should designate the location and the format including speakers, agenda, and associated activities.
Section 2) Regional Meetings: The Board will establish a regional map. Functions and frequency of these regional meetings will be determined by the members of each chapter/region in consultation with the Board.
Section 3) Notice of meeting: Shall be sent, including the agenda, by e-mail, not less than three weeks prior to the meeting.
Section 4) Quorum: To constitute a quorum, either:
• 50% of the membership, or
• 60% of the Board members is needed at any properly announced meeting before business can be transacted or motions made or passed
• If a second meeting is required, teleconference option will be acceptable and the members who are participating will constitute a quorum regardless of their number or percentage as long as it is properly announced meeting
Section 5) Voting Rights: All issues to be voted on shall be decided by simple majority of those present and voting. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. In case of a tide, the side who voted with the AEA President will prevail.
Section 6: Proxies: At all meetings of members, a member may not vote by proxy
Section 7: Rules: Meetings of members shall be governed by Robert’s Rules of Order, Newly Revised (1990, or later).
Section One: Definition.
Based on nominations and election processes by the general membership in the first national meeting, the Board of Directors shall consist of a president, regional vice-presidents that are elected by their own chapters, secretary, treasurer, public relations & external affairs director, and development director.
Section Two: Board Responsibility.
The Board shall be responsible for:
a) Providing direction in matters of overseeing the activities of the Alliance.
b) Assisting and coordinating the establishment and growth of local chapters
c) Promoting and admitting the general membership to the Alliance.
d) Overseeing the general activities of the Alliance to ensure that they are within the framework of these Bylaws.
e) Managing all issues related to fund raising and budget planning.
f) Ensuring that all office bearers are fulfilling their obligations.
Section Three: Decisions.
A simple majority will decide all decisions of the Board.
Section Four: Resignation.
If a Director resigns or leaves the area prior to the expiration of his/her term, the remaining Directors on the Board shall co-opt another member for the remaining period of his/her term with the consultation of the General Membership.
Section Five: Nominating Committee Procedures
The general body meeting may decide that a Nominating Committee is needed to identify and obtain consent for the persons to run for each position becoming vacant.
• In this case, the Nominating Committee members should receive a list of present and past officers, a list of members, and information as to the responsibilities of each elective position.
• The Secretary is the officer to coordinate election procedures with the Nominating Committee.
• Only currently paid-up members of AEA are eligible to run for an AEA office. No candidate’s name should be submitted to the Secretary until the Nominating Committee has received a firm commitment from that candidate to run and to accept the office if elected.
• The final slate should be determined and circulated one week before the election. Each candidate should be notified by the Nominating Committee in writing that her/his name is being placed on the ballot, and the names, addresses, telephone numbers, email addresses, and a brief descriptive paragraph of each candidate should be sent to the Secretary.
• The Chair of the Committee will prepare the ballots and will receive the returned ballots and tabulate the results. The President will write letters to the unsuccessful candidates to thank them for running and will congratulate the winners. Results will be announced on the AEA web site and by e-mail.
Section Six: Responsibilities of Officers
1. Serves as one of the Board members for one year as President followed by one year as a Past President.
2. Co-signing withdrawals of funds in accordance with Article V, Section 6.
3. Manage the affairs and property of the Alliance
4. Coordinate all standing committees of the Alliance
5. Serve on all committees ex officio, including editorial boards for the Web Site and all other publications.
6. Plan agenda and select speakers for AEA annual meeting, in consultation with the Board.
7. Convene and plan agenda of Board meeting held during the annual meeting.
8. With Board, make interim appointments to fill vacancies in office until elections are held.
9. Consult with and assist AEA Web Site Editor as requested in all matters.
10. Work with Secretary and with the Treasurer to facilitate membership promotion.
11. Submit to the Board of Directors annual budget, prepared in conjunction with the Board
12. The Past President serves on the Board, but as a non-voting member of said Board. As such, he may attend Board meetings, provide input and advice to the Board, maintain institutional memory, and ensure the continuity of programs and policies
The President of the Board of Directors should cooperate with the Secretary in maintaining a record of the minutes of every meeting of the Board. At the beginning of every meeting, he/she will present the minutes of the previous Board meeting for approval by the Board.
2. Regional Vice-President(s)
1. Represent the Alliance in their State or region.
2. Serve as President in the eventuality that the President does not complete her/his term of office.
3. Attend Board meetings and participate in Board decisions.
4. Plan agenda and select speakers for her/his local chapter events, in consultation with the local members.
5. Convene and plan agenda of her/his chapter business meetings held during the year or at the annual national meeting.
6. Assist the President with outreach activities, membership recruitment and fund-raising in their area
7. Share the responsibility with the Board for major financial decisions, policy decisions, changes in by-laws, approval of Editorial Board, and managing AEA programs and projects.
1. Attend annual meeting and provide report of meeting proceedings.
2. Maintain membership list: Send out renewal notices in January and at least 3 reminders notices before end of April
3. Establish E-mail list encompassing all members with access to E-mail.
4. Circulate all information the board wishes to communicate to the membership by E-mail. In the event that members do not have access to E-mail, airmail post will be used.
5. Prepare annual Directory of Members.
6. Handle routine correspondence, especially membership questions
7. Provide notes from annual meeting to board members, including Editor, who then includes notes on the Web Site
1. Prepare annual financial report.
2. Send invoices to institutional members annually.
3. Manage all finances of organization, maintain AEA bank account, pay AEA bills, receive, record and deposit members’ dues.
4. Submit to the Board of Directors annual budget, prepared in conjunction with the President and the Vice-Presidents.
5. Work with the Secretary in ensuring that the mailing list is up to date and keep it on computer, make address changes and update all members’ data.
5. Public Relations & External Affairs Officer
1. Upon the request of the AEA Board, act as an AEA liaison with various US governmental agencies
2. Upon the request of the AEA Board, act as an AEA liaison with various members of the US Congress and their staff.
3. Upon the request of the AEA Board, initiate, maintain and develop relations with various relevant NGOs in the USA and abroad.
4. Upon the request of the AEA Board, act as an AEA liaison with various US mass media organizations
6. Development Director
1. Identify and recommend to the Board different sources of funding
2. Spearhead AEA efforts in answering RFPs and preparing proposals for grants and AEA relevant consulting services
3. Raise funds for specific AEA projects, organize charity campaigns, and plan fund raising events for AEA general operation and trust funds.
4. Plan and carry out AEA promotional materials.
5. Assist the various vice-presidents with outreach activities, membership recruitment and fund-raising in their regions.
Section Seven: COMMITTEES
All committees of the Alliance shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors. The Board may create committees as needed, such as annual meeting, press & mass media, public relations, fund raising, peer training, and monitoring & data collection. All these and other committees shall be decided by the Board and communicated to the membership to seek volunteers and relevant ideas or contacts.
Section eight: SALARIES
The Board of Directors shall be all volunteers without any compensation of any kind. All employees who the Board members in their discretion may determine to be necessary for the conduct of the business of the organization may receive fees or honorarium for their services. There shall be no right to a salary and a salary may not be paid to AEA members unless the board of directors so orders.
Section One: Contribution to the Alliance
1. The Board may accept any contribution in any form from any source consistent with the declared goals of the Alliance and with the principles included within these Bylaws.
2. All funds collected for a specific project or goal shall be used for that project or goal unless a 2/3 majority vote of the members authorizes its use for a different purpose within the general strategy of empowering the Egyptian American community and the three declared goals of the Alliance.
Section Two: Accounts of the Alliance
The Alliance shall maintain the following separate accounts:
a) The Reserve Fund Account: All of the Alliance’s income, receipts, dues, all other incoming checks or cash and all donations shall be deposited in this account. Any check withdrawals from this account shall be for deposit into the Expense Account or any Special Project account. Two signatures are required for withdrawal from this account.
b) Expense Account: This is a bank account for its current expenses and is supplied with funds from the Reserve Fund Account. Any check withdrawal from this account shall be for use as petty cash and for the expenses of the Alliance.
c) Special Project Account: This is a special purpose account with funds supplied from the Reserve Fund Account
d) Petty Cash: Petty cash of $200 shall be maintained by the Treasurer and updated monthly by the Board
e) Local Chapter Account: As a rule, 25% of the membership fees collected by a chapter are allocated to that chapter’s budget. This will be managed by the regional vice-president in consultation with the local members of his/her AEA chapter. The AEA treasurer and president shall provide each chapter with management guidelines for this separate account in accordance to the non-profit, educational, charitable status of AEA terms of incorporation.
Section Three: Withdrawal of Funds
All the check withdrawals from a), b), or c) accounts mentioned above shall be co-signed by the Treasurer and one other assigned member of the Board of Directors.
Section Four: Authorization of Expenditures
The President shall not authorize expenditures of more than $500 on a single expense without the approval of the Board nor shall he authorize total expenses on one occasion of more than $1000 without the prior approval of the Board.
Section Five: Nomination of Auditors.
The Board shall nominate as auditors for the following fiscal year, a professional accountant or one member who shall not run for posts in the Board of Directors for the year and who has basic knowledge and understanding of accounting and audit procedures. The auditors shall audit the Alliance accounts continuously and submit a report to the Board of Directors and a final report to the General Body.
Amendment to these by-laws or any of them may be proposed:
(1) By the Board of Directors
(2) By petitions signed by twenty-five percent of the members in good standing.
The Board of Directors shall submit proposed amendments to the members by e-mail ballots. After allowing thirty days for returns, they shall be considered adopted if approved by a majority of those returning ballots. Amendments shall become effective immediately upon adoption.
July 12h, 2006