The Cuban-American Association of Civil Engineers

BYLAWS

 

ARTICLE I – POWER

The corporate power of the Corporation vested in the Board of Directors by Articles of Incorporation shall be regulated by the following regulations.

ARTICLE II – PURPOSE

This Corporation is a not-for-profit corporation, organized and shall be operated exclusively for the benefit of engineering, scientific, educational, charitable, and scholarship within the meaning of section 501 (c)(3) of the Internal Revenue Code of 1986 as amended (the “Code”) and not for pecuniary profit, including, without limitation engaging in the development and promotion the highest level of professional engineering,  art(s), science(s), education, scholarship(s), community development, and related programs and activities. This will be accomplished through periodic workshops and lectures on future, current and historical engineering, arts, sciences, educational programs, and scholarship while promoting community development, related programs and activities.

ARTICLE III – MANAGEMENT

The government, direction and administration of the Corporation shall be directed by its Board of Directors.

ARTICLE IV – MEMBERSHIP

The membership of the Association, in unlimited number, shall consist of Members, Student Members, Life Members, Honorary Members, Associate Members and Corporate Members.

Member: A Member at the time of his admission to this grade:

  1. Shall be graduated as a Civil Engineer from a University
  2. Shall be a legally registered as a professional engineer

Student Member:Shall be a student in their Junior or Senior year in Civil Engineering Curriculum or have completed a minimum of 60 credit hours in a University. A Student Member shall have the right to serve on committees, and participate in the affairs of the Corporation but shall not have the right to vote or to hold office in the Board of Directors. The Student Member shall have the right to transfer to the grade of Member as soon as he fulfills its requirements or complete his or her degree.

Life Member: A Life Member at the time of his admission or his (or her) advancement to this grade.

  1. Shall be a Member who became physically disabled to exercise his (or her) profession and shall be exempt from payment of dues.
  2. Shall be a Member who has graduated from a Civil Engineering Curriculum in a for a minimum of fifty years and shall be exempt from payment of dues.

Honorary Member: A Life Member at the time of his admission or his (or her) advancement to this grade.

  1. Shall be a person who shall have attained acknowledge eminence in some branch of Engineering or in the arts and sciences related thereto, including in the fields of engineering, education and construction.
  2. Shall be a person who had accomplished outstanding attainments for the benefit of their country or this Corporation.
  3. The Executive Committee will determine the rules for this Grade of member.

Associate Member:Shall be a person associated with the profession of engineering, arts and sciences.
An Associate Member shall have the right to serve on committees, and participate in the affairs of the Corporation but shall not have the right to vote or to hold office on the Board of Directors.

Corporate Member:Shall be a Corporation associated with the profession of engineering, arts and sciences. The Corporation shall designate one person to be the contact between said corporation and the Corporation. A Corporate Member shall have the right to serve on committees, and participate in the affairs of the Corporation but shall not have the right to vote or to hold office in the Board of Directors.

The Board of Directors shall approve or reject the applications or proposals to all Grades of membership.

ARTICLE V – ELECTION OF OFFICERS AND DIRECTORS

All Matters pertaining to the Corporation will be handled by the Board of Directors made up of 16 of its members elected by direct vote of all members by means of a referendum by mail and prior presentation of candidacy endorsed by 15 or more members to the Board of Directors and with no more than 15 calendar days before the agreed date for receiving and counting the electoral ballots. The ballots will always show the accepted candidates and a blank column. The Board of Directors will consist of a President, Vice-President, Secretary, Vice-Secretary, Treasurer, Vice-Treasurer and Past President known as the Executive Committee and nine (9) Directors. The Past President shall not be elected but rather pass to be the tenth Director. The Vice President, Vice Secretary and Vice-Treasurer will act as President, Secretary or Treasurer respectively only when the President, Secretary and Treasurer are unable to do so. The rest of the Time the “Vices” will act as Directors. The members of the Board of Directors will hold office for a term of two years. The President shall be limited to one consecutive term. The Board of Directors will hold meetings once a month, at the corporate business address in the Citv of or other location in the Greater Metropolitan Miami Dade County, Florida. Special meetings may be held any time that it is agreed by a majority of the Board of Directors or whenever the President and the Secretary should deem it advisable, notify the rest of the members no less than 3 calendar days in advance, indicating the time, date and place. The necessary quorum for holding meeting of the Board of Directors will consist of the presence of five (5) or more of its members of the Board of Directors. The resolutions taken must be approved by no less than 2/3 of those present at the meeting. The meeting of all the members of the Corporation will be held once a year at a place designated by the Board of Directors, in the City of Greater Metropolitan Miami Dade County, Florida.

ARTICLE VI – OFFICERS – DUTIES

The President shall preside at all meetings of the Board of Directors and General Assembly and perform all functions pertaining to his office. The Vice-President shall act for the President in the event his absence or incapacity, and upon resignation or death of the President shall take over all the functions of the President.

The Past President shall act for both the President and Vice-President in the event of their absence or incapacity, and upon resignation or death of the President and Vice-President shall take over all the functions of the President.

The Secretary shall be in charge of serving notices of meetings, drafting and filing Minutes: notifications of resolutions adopted; issuing certifications approved by the President; organization of the personal files of the membership and all other administrative functions assigned to him by the Executive Committee.

The Vice-Secretary shall act as Secretary in case of the latter’s absence or incapacity upon resignation or death of the Secretary shall take over all the functions of the Secretary.

The Treasurer shall have custody of and responsibility for the funds belonging to the Association and will make the payments ordered by the Executive Committee, by checks signed jointly with the President, Vice-President or Secretary. He shall keep the books of the Association; render reports on the financial status at the meeting of the Executive Committee and to all the membership at the end of the fiscal year; shall deposit as soon as possible the funds in custody in the bank designated by the Executive Committee, and shall carry out all other functions proper to the office.

The Vice-Treasurer shall act in lieu of the Treasurer; signing checks jointly with the President,. Vice-President or Secretary in case of the Treasurer’s absence or incapacity, upon resignation or death of the Treasurer shall take over all the functions of the Treasurer.

ARTICLE VII-MEMBERS OF THE BOARD OF DIRECTORS-DUTIES

The members of the Board of Directors not mentioned in Articles V shall substitute any vacancies of the Officers in the order of votes c3sted cast for them in the last election. The vacancy produced by this contingency shall be filled by the Board of Directors nominating any person from the membership of the Corporation. The Officers and Members of the Board of Directors are not required to provide bonds of any kind.

The attendance to meetings of all kinds is obligatory to all Members of the Board of Directors, and the unjustified absence therefrom shall be considered a grave fault, and non-attendance at such status, of three consecutive meeting shall involve the resignation of the absent member from the Board of Directors.

ARTICLE VII-RIGHT TO REVOKE

Any decision or resolution taken by the Board of Directors may be revoked through a referendum by a majority vote of the Assembly of all the members of the Corporation.

ARTICLE IX-MEETINGS

The Board of Directors shall hold one meeting monthly at the Corporation’s Office, located in the Greater Metropolitan Miami Dade County, Florida, in accordance with Article VII of the Certificate of Incorporation.

The General Assembly of all the members of the Corporation shall hold one regular meeting each year at the place in Metropolitan Miami Dade County, designated by the Board of Directors. A Special Assembly may be called by the Board of Directors by giving notice in writing seven days beforehand, indicating the date, hour and place for the meeting, as well as the Agenda. Also shall be convened whenever is requested in writing over the signature of twenty or more members of the Corporation addressed to the Board of Directors.

Necessary quorum for the General Assembly shall be one-half or more of the number of registered members of the Corporation residing in Greater Metropolitan Miami Dade County, Florida, in first summon, and  five (5) or more members in the second. All decisions taken shall be approved by the majority of attending members to the meeting.

ARTICLE X- DUES

Dues will be collected once a year. Renewal membership will be sent out in January of each year by the Treasurer. New members to the Corporation will pay the first year in full regardless of the month they joined. There will no prorating of annual dues for new members. The amount of dues will be set by the Board of Directors and will be reviewed on an annual basis.

Members, Student  Members, and Associate Members can be exempt from payment of dues and maintain their membership if they are unable to pay the minimum fee due to illness, economic hardship or other valid reason but must notify their impediment to the Board of Directors, who will approve or deny the request.

ARTICLE XI – SEAL

CAACE TR Logo1 (1)
The Seal of the Corporation shall be circular in shape and bear the Coleqio de Inqenieros Civiles de Cuba logo. A Copy of the actual seal is below.

ARTICLE XII – COMMITTEES

The Board of Directors shall at any time organize as many Sub-Committees as it may deem necessary, which as auxiliary bodies must develop the goals and objectives for the different projects entrusted to them for the benefit of the Board of Directors, appointing their respective Chairperson from among its members.

The Board of Directors shall set itself up as a Disciplinary Board to probe and hear ratified accusations of violations the may affect the principals of this Corporation or civic morals. Should the accused be a member or members of the Board of Directors, he or they shall not form part of the Disciplinary Board while the case is being investigated and resolved. All its resolutions shall be taken by at least three-quarters majority vote of the members present.

ARTICLE XIII – DELEGATIONS

Delegations outside or within the continental United States can be created in place where such number of members reside, that its creation, under the approval of the  Board of Directors, is justified. Those Delegations shall be governed by Articles of Incorporation and the Bylaws of this Corporation and any other pertinent regulations must have the prior approval of the Board of Directors

ARTICLE XIV– OFFICIAL PUBLICATION

For the purpose of notices and announcements to the members of the Corporation, the magazine or newsletter INGENIERIA shall be the official publication of the Corporation.

ARTICLE XV UNFORSEEN CIRCUMSTANCES

Any case not foreseen in these Bylaws shall be resolved by the Board of Directors and reported to the General Assembly.

FINAL BYLAWS APPROVED BY GENERAL ASSEMBLY ON AUGUST 9, 2006 AND FINAL REVISION APPROVED AT BOARD OF DIRECTORS MEETING ON DECEMBER 13, 2006.

AMENDED ARTICLES OF INCORPORATION

(2006 Amendments)

ASSOCIATION OF CUBAN CIVIL ENGINEERS IN EXILE, INC.

(A FLORIDA NOT-FOR-PROFIT CORPORATION)

The Association of Cuban Civil Engineers in Exile, Inc. a not-for-profit corporation organized and existing under the laws of the State of Florida, does hereby certify pursuant to Section 617.1006 and 617.1007. Florida Statutes, that:

  1. The name Association of Cuban Civil Engineers in Exile, Inc. (the “Corporation”).
  2. These Amendments to the Articles of Incorporation were duly adopted by the General Assembly of the Corporation and the Board of Directors of the Corporation at a meeting held on August 9, 2006 and the number of votes were cast was sufficient for approval.
  3. The text of the original Articles of Incorporation of the Corporation filed on March 6, 1961 and as amended on January 20, 1967 and August 7, 1972, are hereby superseded and replaced by these amendments as all previous amendments set forth below, effective as of the date of filing of this instrument with the Secretary of State of the State of Florida, read as follows:

ARTICLE I – NAME

The name of the Corporation shall change from the Association of Cuban Civil Engineers in Exile, Inc. to the Cuban-American Association of Civil Engineers, Inc. hereinafter called the “Corporation.”

ARTICLE II – REGISTERED AGENT, PRINCIPAL HEADQUARTERS, AND OFFICE

The registered agent shall be the President of the Corporation unless otherwise noted. The Principal Headquarters of the Corporation shall be in the Greater Metropolitan Miami-Dade County, Florida and is currently at 8800 SW 82 Street, Miami, Florida 33173. The registered office of the Corporation shall be at the President’s option and is currently at 8800 SW 82 Street, Miami, Florida 33173.

ARTICLE III – PURPOSE

This Corporation is a not-for-profit corporation, organized and shall be operated exclusively for the benefit of engineering, scientific, educational, charitable, and scholarship, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and not for pecuniary profit. This Corporation shall engage in activities that promote and develop (including) without limitation the highest level of professional engineering, art(s), science(s), education, scholarship(s), community development, related programs and activities. The accomplishment of these tasks will be elaborated and as set forth in the Bylaws of the Corporation attached hereto, and as amended from time to time. This Corporation shall be open to the general public as long as they meet one of the membership criteria as set forth in the Bylaws of the Corporation attached hereto, and as amended from time to time.

ARTICLE IV – MEMBERSHIP

The Corporation shall have members who shall have the qualifications and rights set forth in the Bylaws of the Corporation attached hereto, and as amended from time to time.

ARTICLE V – EXISTENCE

The Corporation shall have perpetual existence.

ARTICLE VI – EXECUTIVE COMMITTEE

The affairs of the Corporation shall be managed by the following officers: President, Vice-President, Secretary, Vice-Secretary, Treasurer, Vice-Treasurer and Past President. They will be known as the Executive Committee. They will manage the daily operations of the Corporation. The manner of election, responsibilities, duties and term shall be regulated in the Bylaws of the Corporation, attached hereto, and as amended from time to time.

ARTICLE VII – BOARD OF DIRECTORS

The Board of Directors will be made up of the Executive Committee and 9 Directors. The manner of election, their responsibilities, duties, and term shall be regulated by the Bylaws of the Corporation, attached hereto, and as amended from time to time.

ARTICLE VIII – AMENDMENTS TO THE ARTICLES INCORPORATION

The Articles of Incorporation may only be amended through a resolution. These rights are regulated in the Bylaws of the Corporation attached hereto, and as amended from time to time.

ARTICLE IX – BYLAWS

The Board of Directors shall provide Bylaws which prescribe regulations for exercising power vested in the Corporation. These powers are regulated in the Bylaws of the Corporation attached hereto, and as amended from time to time.

ARTICLE X – DISSOLUTION

Upon the Dissolution or winding up of this Corporation, its assets remaining after payment, or provisions for payment, of all debts and liabilities of the Corporation, shall be distributed to a not-for- profit fund, foundation. or corporation which is organized and operated exclusively for educational, scientific, charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Code or corresponding provisions of any subsequent federal tax laws, as selected by the Directors.

ARTICLE XI – AUTHORIZATION FOR LOANS AND DEBTS

The Directors of this Corporation and the members are not authorized to apply for loans in the name of the Corporation and may in no manner make the Corporation responsible for debts of any kind whatsoever with the exception of purchasing real property for the purpose of have a permanent office.

ARTICLE XII – INDEMNIFICATION

Each person (including here and hereinafter, the heirs, executors, administrators, or estate of such person) (a) who is or was a member of the Corporation or director of the Corporation (b) who is or was an officer agent, or employee of the Corporation and as to whom the corporation has agreed to grant such indemnity hereunder, (c) who is or was serving at the request of the Corporation as its representative in the position of a director, officer, trustee, partner, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise and as to whom the Corporation has agreed to grant such indemnity hereunder, shall be indemnified by the Corporation as of right to the fullest extent permitted or authorized by current or future legislation or by current or future judicial or administrative decision (but, in the case of any future legislation or decision, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to the legislation or decision), against all fines, liabilities, settlements, losses, damages, costs, and expenses, including attorneys’ fees, asserted against him (or her) or incurred by him (or her) in his (or her) capacity as such member, director, officer, trustee, partner, agent, employee or representative, or arising out of his (or her) status as such member, director, officer, trustee, partner, agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking indemnification may be entitled.

IN WITNESS WHEREOF, the Corporation has caused the execution of these Amendments to the Article of Incorporation on this 13th day of December 2006.

THIS IS END OF THE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE CUBAN AMERICAN ASSOCIATION OF CIVIL ENGINEERS, INC.

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