Article I - Name:

The name of the organization shall be HAITIAN-AMERICAN ASSOCIATION OF ENGINEERS AND SCIENTISTS. Local or international established chapters shall bear the name of the parent organization, appended to its place of inception.

Article II - Purpose:

To develop a network of professionals devoted to engineering, Science, Technology and to promoting opportunities for Haitians and the communities in which they reside.

Article III - Membership:

A. Membership is either general, honorary, student or institutional

General, Honorary and student.

1. General membership shall consist of engineers, scientists and technicians.
2. Honorary membership shall consist of all supporters of this organization through donations or otherwise, without voting rights.
3. Student membership shall consist only of science and engineering students. Students do not vote except for one student on the Board.
4. Institutional membership is reserved for any organization that provide financial support to HAES irrespective of any involvement, technical, scientific or otherwise between them.

B. Membership shall be unlimited to number of individuals.

Article IV - Membership fee:

A. General membership

An annual fee of $75.00 shall be due immediately after his/her acceptance in the organization. B. Honorary Membership

B. Honorary Membership

No membership fee shall be imposed. However, a meaningful donation is required to be in that category.

C. Student membership

An annual fee of $20.00 shall be due immediately after the acceptance of a student in the organization. However, the general membership fee will be immediately applied after his/her graduation.

D. Institutional membership

An annual fee of $250.00 is required from any institutional member.

Article V - Code of ethics:

All members of HAES and its Chapters are expected to abide by the code of ethics of the organization. (Refer to the "CODE OF ETHICS" Document). Members pledge:

• to respect all HAES statutes
• to conform to the hierarchy and authority of the Board of Directors
• to contribute in a positive way to the advancement of HAES, its goals, technical and professional
• not to be intentionally divisive
• to accept the right of the Board of Directors to decline membership renewal in HAES for non-compliance with the Code of Ethics.

Article VI - Board Of Directors:

A. The Board of directors shall consist of 9 (nine) members of which 7 (seven) shall be engineers or scientists, one shall be a technician, one shall be a student in the fields of engineering or science.

B. The Board members are chosen yearly from among the general membership through an election process.

Article VII - Qualifications for Board Members:

A. Be an engineer, scientist, technician or a student in one of these fields.

B. Be a HAES member.

C. Sign the Code of Ethics of the organization and promise to conduct themselves as stipulated in the Code of Ethics.

D. Qualification criteria for all Board Members:

1. Attend a minimum of three board members meetings.
2. Demonstrate knowledge of the Bylaws and the Code of Ethics.
3. Participate in and contribute to a major event.

E. Qualification criteria for remote (Regional/International) Board members:

1. Demonstrate knowledge of the Bylaws and the Code of Ethics.
2. Participate and/or contribute to a major event.
3. Criteria for retention: such board members are not required to physically attend the board meeting, but need to participate via telephone, email or fax.
4. Minutes will be forwarded for voting on urgent matter no later than 5 business days and the response is expected no later than seven business days.

Article VIII - Officers:

A. Officers of this organization will be chosen by the board members from among themselves by a majority vote.

B. Officers shall be elected for a period of one year.

C. Officers of this organization are Chairman, Vice-Chairman, Secretary, Treasurer, Coordinator, and Public Relations Officer.

D. Upon the occurrence of a vacancy, an interim election shall be held by the board to fill the vacancy for the balance of the term except for the office of the Chairman.

E. Grounds for dismissal are three consecutive unexcused absences, or by vote of the board.

F. Duties of the officers shall be as follows:

1. CHAIRMAN: It shall be the duties of the Chairman to preside at meetings, appoint committees, and oversee all sub- organizations.
2. VICE-CHAIRMAN:The Vice-Chairman shall assist the Chairman in his/her duties, assume the duties of the chairman when he or she is absent or temporarily unable to serve. In the event that the Chairman is unable to complete his or her term in office, the Vice-Chairman shall become Chairman for the remainder of the term.
3. SECRETARY: The Secretary shall be responsible to keep all minutes and records of the organizational meetings. He or she shall also be responsible for all correspondence.
   

    

4. TREASURER: The Treasurer shall be responsible for all collected and disbursed funds, and maintaining records covering the financial transactions of the organization.
5. COORDINATOR: The Coordinator is responsible for coordinating the various organizational undertakings.
6. PUBLIC RELATIONS OFFICER: The Public Relations Officer is responsible for maintaining contacts between HAES and other individuals and organizations.

G. Directors that are not serving as officers shall perform duties as may be requested by the Board.

Article IX - Expenses:

A. All expenses shall be paid according to the accounting manual of the organization.

B. All disbursed checks must be signed by any two of the following officers: Chairman, Vice-Chairman and Treasurer.

Regional and International Chapters

This article defines procedures for the establishment of HAES chapters, sets the responsibilities of the BOD of HAES and that of its Chapters. In this context, BOD is the name given to the parent or Miami HAES Board of Directors. Likewise, the term "affiliate Board" refers to the Board of Directors of a Chapter, regional or international.

1. Opening a Chapter
   
   1. Chapter founding procedures shall be initiated by written request from the interested group or individual to the HAES BOD under the heading "Request to found a HAES-Chapter". The request shall be signed and dated accordingly, it shall clearly state the country and, province or department where the Chapter is to be located in.
   2. At the least the request shall provide the names of seven (7) members wishing to belong to said HAES Chapter.
   3. If forwarded by email the full name of the requesting individual shall be typewritten in lieu of signature.
   4. As desired the Chapter founding procedure can be initiated on-line using standard form accessible through the HAES website link at www.haiti-science.org.


2. BOD Responsibilities
   
   1. A chapter will be established by consensus of the BOD. A two-thirds majority vote is required for approval.
   2. An interim Board consisting of six Officers and three Directors shall be appointed for each Chapter until formal elections can be held according to prescribed electoral procedures. The interim Board shall serve from January to December of the year of its foundation or part thereof and shall be replaced with a permanent elected Board on January of the next calendar year.
   3. A delegation from the BOD shall preside over Chapter's election and swearing-in of its Board of Directors. The HAES-BOD representatives shall do the official passing of administrative documents (norms, statutes, laws and codes) to the newly elected board.
   4. The directors of the new chapter shall perform a collective oath taking witnessed by the HAES-BOD representatives.
   5. The BOD shall set the procedures for electing the Chapter 's Board of Directors and Officers. HAES electoral procedures shall apply to all its Chapters.
   6. The BOD shall set the rules for the conduct of Chapter 's business and the conduct of its members. The HAES Code of Ethics shall also apply to all Chapter members.
   7. The BOD will define the mutual responsibilities of HAES and subsidiaries, and its Chapters.


3. Chapters Responsibilities
   
   1. All Chapter members shall be members of HAES in good standing and shall be extended the same privileges as all HAES members.
   2. The affiliate Board or in toto or as individuals shall answer directly to the parent Board of HAES.
   3. Chapter members shall conduct business according to rules and procedures set forth by the HAES BOD (Refer to the By-laws).
   4. Members shall conduct themselves in an ethical manner at all times (Refer to the HAES Code of Ethics).
   5. Chapters shall follow all electoral procedures for all elections.
   6. Chapters shall be responsible to the HAES BOD for all decisions that affect HAES directly or indirectly.
   7. Members shall unequivocally represent the interests of HAES and avoid possible conflict of interest.

Article XI - HAES subsidiaries

Operational Standards

1. Subsidiaries of HAES shall be non-profit or for-profit entities.
2. Subsidiaries shall be incorporated and registered in the state where they reside.
3. Subsidiaries shall be run by appointed managers for the duration of their mandate.
4. Managers shall be members of HAES in good standing and shall adhere to the Code of Ethics in dealing with HAES and outside organizations.
5. Managers shall be appointed by the HAES Board of Directors and shall have specific mandates and duties.
6. Managers shall report to the HAES Board on a regular basis.
7. Managers may be remunerated for their services or perform their duties pro bono.

1. Managers shall maintain accurate records of the operations of their subsidiaries.
2. Managers shall submit all contracts with other entities to the HAES Board for approval and signature.
3. Managers shall keep a log of all registered companies and the nature of their relationship when it exists.

ARTICLE XII - Modus Operandi of HAES Chapters

1. Responsibilities of the members and Directors of the Chapters
   
   1. Members and directors of chapters shall familiarize themselves with the HAES by-laws in order to perform their respective duties according to the norms promulgated within them.
   2. The Directors shall collaborate with homologous chapters, with the overseeing Board of Directors, likewise with the scientific and technical community in general.
   3. The Directors shall respect the hierarchy they fall under, as well as that of the overseeing board to which they shall defer to during pluralistic assemblies (all chapters merging) and in the case of conflict resolutions.
   4. The members shall pay their annual membership to the overseeing Board of Directors, the Directors of local chapters (nine in total) fall under the exception whereby their membership fees is payable to the Treasury of their belonging chapter.
   5. A calendar of monthly meetings shall be submitted to HAES-Miami by each chapter; a representative of the overseeing board will partake in same by direct delegation or by telecommunication means (conference call, skype or other reliable means)


2. Minutes and Reporting Protocol (to HAES-Miami)
   
   1. A chapter shall compulsorily record the minutes of every monthly meeting and archive such. The minutes shall be accessible electronically to HAES-Miami in a delay not exceeding four weeks from the date the meeting took place.
   2. Annual elections shall be recorded by way of minutes taken on the spot, a copy of which shall be forwarded to the overseeing board of directors in a delay not exceeding three days from the electoral date.
   3. A financial report must accompany each monthly minute forwarded to the overseeing board.
   4. Should a conflict arise from non-compliance or disrespect vis-a-vis prescribed statutory norms, laws, rules or codes to be enforced, the president of a pertinent chapter shall forward a written report (no longer than one page) to the overseeing board outlining the factual details.
   5. An annual report shall be submitted by each chapter on the first working day of the twelfth month in the current year. The administrative summary will highlight achieved goals, account statement of the Treasury, actual state of real property and of equipment, as well as the list of candidates for the administrative office of the pertinent board.
   6. In exceptional cases, the board of directors may request a financial report to meet an audit, a budgetary summary, an evaluation or a discharge. In which case the chapter will favorably yield.


3. Chain of command (administrative hierarchy)
   
   1. The board of Directors of HAES-Miami constitutes the administrative component of all chapters, be it regional or international, and is recognized as the de jure overseeing board.
   2. The chapters' boards of directors are all, within their duties and rapport, homologous. During pluralistic assemblies the Chairperson (President) of the HAES-Miami Board presides by default. The overseeing board Vice-Chairperson or a delegated director respectively will preside in the absence of the Chairperson.
   3. In direct rapport between a chapter's Chairperson and that of the overseeing board, the former keeps its title but yields to the duties of the latter.
   4. The Directors of the board of HAES-Miami are, within their duties, homologous to the Chapters' Directors; except in cases where a HAES-Miami Director is delegated as Chairperson of the overseeing board. He/she assumes the chairmanship only during a specific event (pluralistic assembly, technical debate, gala, multi-disciplinary meeting) when delegated in such capacity.
   5. The application for and benefits of a customs exemption in a HAES chapter's native country must mandatorily be submitted to HAES-Miami's discretion.

Article XIII - Amendments to the By-Laws:

This By-Laws may be amended by a 2/3 vote of the membership after receiving proper notice and explanation of proposed changes.

This document was prepared on July 6, 1989 and approved by the undersigned members on July 15, 1989: Yves Pierre, Max Massac, Bernard Etheart, Alex Gaspard, Anthony Polycape, Jean Augustin, Noe Dorestant.

This document was amended twice by the board of 1996 and approved by the following board members on December 13, 1996: Max Massac, Noe Dorestant, Romain Preal, Guy Lacombe, Fritzgerald Wolff, Alex Gaspard and Oduy Joseph. Refer to ARTICLE VII Qualifications for Board Members, amended sections D and E.

This document was amended once in 1997 with the consent of over 2/3 vote of the membership and approved by the following board members: Carmelle Lucas, Noe Dorestant, Romain Preal, Guy Lacombe, Fritzgerald Wolff, Max Massac, Serge, Petit-Homme, Sylvan Jolibois. Refer to ARTICLE 1 Name, amended organization name change from HAITIAN-AMERICAN ENGINEERING SOCIETY to HAITIAN-AMERICAN ASSOCIATION OF ENGINEERS AND SCIENTISTS.

This document was amended to include provisions for the operation and conduct of HAES chapters and their members (Article X and XII) and subsidiaries (Article XI).
Additionally, the following revisions were made:

1. Article I defines the standard "Chapter designation"
2. Institutional membership and membership fee were added to Articles III and IV
3. Article V incorporates a pledge by all HAES members
4. Section "G" was added to Article VIII
5. Article X was renumbered to Article XII