BYLAWS AMECC

The name of this organization is the American Middle East Christians Congress, a non-profit corporation.

VISION:

To bring together the diverse and unique Middle East Christian communities in the United States

in the fields of heritage, education, culture, social, and humanity.

Advance civic and public affairs and protect civil liberties.

MISSION :

The American Middle East Christians Congress (AMECC) is a non-profit Michigan based American organization.

Michigan boasts the largest population of Middle Eastern in the world living outside of the Middle East, and is home to well over Five-Hundred-Thousand middle Eastern Christians locally.

There are over six million Middle East Christians across the United States including, Arab Christians, Antiochian Orthodox, Armenian, Assyrian, Chaldean, Coptic, Maronite, Melkite, Protestant, Syrian and others.

The Middle East Christians are spread across the Arabian Peninsula, Asia minor, Northern Africa and across the Globe.

· Nationally, AMECC is a congress of unity, between the various Middle Eastern Christians

· Community organizations, that share the same vision and mission under one umbrella

· Internationally, support and strengthen the relationship between the American Middle East Christian community and the Christian communities in the Middle East and abroad.

AMECC Committees are Governmental, Public and Civic Affairs, Cultural, Social, and Humanitarian, Heritage, Public Relations, Education, Business and Financial Committee.

AMECC will coordinate and affiliate with other American based organizations to achieve its goals.

Membership is open to all regardless of race, country of origin, or religious denomination.

Ø To promote health (prevention and treatment) and wellbeing of American Middle East Christians communities through Education, Health-O-Rama’s, and free standing clinics.

Ø To encourage and provide medical aids to needy families and individuals of American Middle East Christians and other Middle East communities.

Ø To promote health education in the community through media (TV, Radios, Newspaper) and town hall meetings including heritage institutes.

Ø To provide professional assistance where possible to the members in the fields of medicine and allied health.

Education:

Ø To bridge the gap between parents. Students and educators in relation to the educational system.

Ø Encourage successful members of our community to share their experiences with students.

Ø Educate our people about the ethnic, heritage, and cultural diversity that exists in our community.

Ø Educate the greater American community about our communities’ rich and diverse culture and heritage.

Ø To create activities and programs for our youth which highlight their shared Middle East Christians heritage and to foster a spirit of community togetherness.

Ø To encourage and to promote role models among our profession who can help to inspire and guide the direction of our youth.

Ø To recognize the American Middle East Christians artistic efforts and endeavors.

Business:

Ø Create a Congress of business leaders that can use their public and social resources to serve the community.

Ø Educate and inform our community about the American political process through voter registration drives election information, and candidates.

Ø Educate and inform our community about their civil right and recourses to defend against discrimination.

Ø Voice our opinions on community issues by communicating with political and civic leaders.

Ø Invite national and local American media, including local Middle East media to make AMECC visible.

To aid in the establishment in various states, when requested, if needed, chapters which subscribe to the highest ethical standards and principles advocated by the Congress.

ARTICLE I – ORGANIZATION STRUCTURE

Section I – Legal Status

A. The Congress’s Articles of Incorporation are filed in the State of Michigan as a Michigan Corporation.

B. All corporate books and records of the Congress are maintained at its principal office in Oak Park, Michigan, or at such other place as shall be specified by the Board of Directors.

C. The Congress will apply for an exemption from federal Income Tax under section 501(C)(3) of the Internal Revenue code.

A. The Congress administrate the functions set out in these bylaws through its Board of Directors, and other committees established herein below. The AMECC Auxiliary shall be governed by its Board of Directors which shall be headed by a Chairperson. AMECC Auxiliary Chairperson shall be a member of the Congress’s Board of Directors.

B. To provide for the administration and to promote the AMECC foundation, which will receive and invest contributions, the income from which will be expended for the charitable and educational purposes established in the Preamble to these bylaws in a manner set forth herein below.

C. To approve, coordinate and administer affiliated local chapter organizations as set forth herein below.

D. To establish “American Middle East Christians Congress Auxiliary” who will be governed by rules consistent with the National Auxiliary directives.

A. Charters are to be issued by the Board of Directors to affiliate chapters in recognition of their pursuit of the stated professional and charitable objectives of the Congress.

B. The affiliate chapter’s bylaws must be structured to conform to the Congress bylaws and must be approved by the Congress. In case of a dispute between the chapter bylaws and the Congress bylaws, the Congress bylaws have precedence and will prevail.

C. The Congress shall act as an administrative coordinating body for all affiliated chapters.

1. Chapters shall channel their communications through the Congress’s executive office, which details with the Congress’s administrative matters involving all of the chapters. This shall also apply to all matters wherein the Congress is the program sponsoring body.

2. In cases involving a national activity involving more than one chapter, exclusive of an immediate local activity, the Congress shall be kept informed of all activities, with copies of correspondence sent to the Congress President and to the Congress Board through the Executive Secretary.

D. Local affiliated chapters shall encompass an area of not less than 100 miles distance from the city where they are principally located. Chapters may obtain members from their geographic area only and membership is restricted to one affiliated chapter at any one time. (See Article II, Section IX for reciprocity.)

1. Chapters located in smaller states where chapters may be less than 100 miles apart are limited to state lines. (See Article II, Section VIII for Non-Chapter Members).

a. Members located within a county where an affiliated chapter exists must be a member of that chapter.

b. Members located between existing affiliated chapters or in proximity to a chapter in another state may be a member of either chapter regardless of state lines.

2. Chapters located in larger states may form a district organization of their local chapter at the discretion of the local chapter Board of Directors. These district organizations must adhere to the bylaws and principal professional and charitable objectives of the local chapter and the national. District organization membership is restricted to the district in which it is located.

G. Terms of office for all officers in local chapters will commence on January 1 each year to coincide with the terms of the National officers.

H. Local chapters may apply and utilize the National Congress’s 501 ( c ) (3) Federal tax exemption by adhering to the National Congress guidelines when the tax exemption is approved.

Section IV – Revocation of Affiliated Chapter’s Charter

A. Should an affiliate chapter fail to adhere to the Congress’s bylaws, the chapter shall be given notice of default.

B. Should thirty (30) days elapse after such notice and the chapter has failed to correct the default, the chapter’s charter may be revoked by majority vote of the Board of Directors.

C. An active chapter is characterized as having yearly elections for Board of Directors and Executive Officers as well as yearly general membership meetings and/or scientific meetings. Active chapters must have current dues – paying members.

D. Chapters which fail to meet the characteristics, as described in C above, will be on the list to become inactive.

E. Chapters on notice will be assisted by the National president and office staff to be reinstated to active status.

F. Following two (2) years, if no changes are noted, the chapter on notice will become inactive and its members will revert to non-chapter status.

G. An inactive chapter may become active by complying with the characteristics described in IV.C above.

ARTICLE II – MEMBERSHIP

Section I. Membership is open to all American Middle East Christians, regardless of race, religious denomination, gender, or nationality origin.

Active membership of the Congress, all members of the Congress must currently be a member in good standing of affiliated chapter of this Congress or a non-chapter member. Membership in any organization which advocates the overthrow of the United States Government by force or violence is incompatible with any type of membership.

A. Any person in USA who has the high moral, ethical, and professional qualification advocated by the Congress.

B. An active member shall have the right to vote on all propositions submitted to the membership at large by the Board of Directors and the privilege to attend all meetings of the Congress. The active member shall also be eligible to hold any office and receive any honor bestowed by the Congress.

C. An active member may attend Board meetings at the invitation of an officer of the Board to discuss a specific subject.

A. This membership category may contain Active, Associate, and Affiliate or Advisory members as described in Article XIV of the AMECC Auxiliary Governing Rules.

B. The Auxiliary Chairperson will attend Board of Directors meetings with the Congress, with the right to vote.

A. This membership category may contain Active, Associate, and Affiliate or Honorary members as described above.

B. This membership category is restricted to members who live in states where no chapter of this Congress exists, and provided a chapter in an adjoining state is located more than 100 miles from the member. Concurrent membership in a chapter is mandatory for members living less than this distance regardless of state boundaries.

C. Membership in this category is also extended to members who live in a state containing a chapter, but who live at least 100 miles from that chapter.

D. Non-chapter members shall have all the rights and privileges accorded a chapter member under these bylaws.

A. A member in good standing in one chapter, upon relocation, may transfer his or her membership to another chapter without additional membership fees.

Every active member of this Congress who is inducted into the Armed forces of the United States may be retained on active membership status in the Congress without payment of dues.

A. Any member may resign from this Congress by filing with the President of his or her chapter his or her resignation, which becomes effective when accepted by the chapter’s board of directors.

B. A membership shall be subject to termination if dues, initiation fees or other assessments remain unpaid without proper justification after due notice.

C. The Board of Directors of this Congress by majority vote, and for any reason, shall have the right in addition to admonishment, censure, and suspension, to terminate a member in this Association subject to the following limitations.

1. Such expulsion, termination or suspension shall be effective immediately by a written / oral notice is given to the affected member – specifying the reasons thereof.

2. A member subject to such termination by the Congress’s Board of Directors shall have the right to appeal to Board of Directors. No court action may be commenced until the appeal rights have been exhausted..

3. Notice of request to appeal must be given in writing to the Board of Directors within seven (7) days of the effective date of expulsion, termination or suspension.

No member of the Congress shall be personally liable to the creditors of the corporation for any liability or indebtedness, and any and all creditors shall look only to the assets of the corporation.

AMECC shall indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that he or she is or was a Director, Officer, Employee, Agent or member of the Congress, or is or was serving at the request of the Congress as a Director, Officer, partner, trustee, employee, or agent of another foreign or domestic organization, Corporation, partnership, joint venture, trust of other enterprise, whether for profit or not, against expenses, including attorneys’ fees, judgements, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Congress or its members, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suite, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or is equivalent, does not, of itself, create a presumption that the person did not act in good faith and in manner which he or she reasonably believed to be in or not opposed to the best interests of the Congress or its members, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

A. Nominations for the offices of President, First Vice President, Second Vice President, Third Vice President, Secretary, and Treasurer shall be made for presentation at the annual meeting of the AMECC as set forth below.. The term of office for the Chairperson of the AMECC National Auxiliary is set forth in Article XIV in the Auxiliary Governing Rules.

B. The term of the office for President, First Vice President, Second Vice President, Third Vice President, Secretary, and Treasurer shall be for two (2) year, commencing January 1^st of the calendar year through December 31^st or until a successor is elected.

The board of Director is concerned about the future of this congress. It aims to encourage members to serve on the Board for a considerable period of time to gain experience and also to acquaint with the vision and mission of this congress.

Therefore, it is necessary for the congress to enact two sets of by- laws. The first set shall be temporary and shall be effective only until December 31, 2006, the second set shall be of permanent nature and shall became effective on January 1, 2007.

During the next four years the present temporary Board shall serve the congress. Therefore, general elections will be held on September or October 2006.

To be eligible to be elected to an office at the September 2006 election the following conditions must be met.

1. Have been continuously in good standing for at least three full years prior to nomination with all dues having been fully paid form the first of the year and all assessments having been paid within the allotted time of payment of those assessments, and;

Section III – Qualifications for Board of Directors of the Congress. (Qualifications for Members of the Board of Directors: Please See Article V – Section I-C.)

ARTICLE IV- DUTIES OF PRESIDENT, PRESIDENT-ELECT, FIRST VICE PRESIDENT, SECOND VICE PRESIDENT, THIRD VICE PRESIDENT, TREASURER , SECRATRY ADVISOR AND CHAIRPERSONS

A. The President shall preside at all the meetings of the Congress and shall perform such other duties as these bylaws and parliamentary usage require. The President shall act as Chairperson of the Board of Directors and participate at all committee functions with the right to vote.

B. The President shall represent the Congress at all official functions sponsored by the Congress.

C. The President shall chair and hold executive meetings of the officers and staff in the conduct of any business that may come before the Board of Directors.

D. The President, with the Board of Directors, shall support activities wherein the Congress acts as a sponsoring group for seminars, social activities and annual or special meetings conducted by any affiliate chapter.

E. The President shall, in consultation with the Executive Secretary, supervise the office personnel and be responsible for all equipment and supplies.

A. The First Vice President shall attend all meetings of the Congress and be a member of the Board of Directors with the right to vote.

B. The First Vice President shall succeed to and fill the unexpired term of the President should the President become incapacitated or resign until the next election.

C. The First Vice President shall assist the president-elect in the discharge of his or her duties and, in his or her absence, assume the duties of the president-elect.

D. The First Vice-President shall support the Congress’s Social Chairperson and programs wherein the Congress acts as a sponsoring group.

A. The Second Vice President shall attend all meetings of the Congress and be a member of the Board of Directors with the right to vote.

B. The Second Vice President shall succeed to and fill the unexpired term of the First Vice President should the First Vice President become incapacitated or resign until the next election.

C. The Second Vice President shall assist the First Vice President in the discharge of his or her duties and, in his or her absence, assume the duties of the First Vice President.

D. The Second Vice-President shall support the Congress’s Social Chairperson and programs wherein the Congress acts as a sponsoring group.

A. The Third Vice President shall attend all meetings of the Congress and be a member of the Board of Directors with the right to vote.

B. The Second Vice President shall succeed to and fill the unexpired term of the First Vice President should the First Vice President become incapacitated or resign until the next election.

C. The Second Vice President shall assist the First Vice President in the discharge of his or her duties and, in his or her absence, assume the duties of the First Vice President.

The Second Vice-President shall support the Congress’s Social Chairperson and programs wherein the Congress acts as a sponsoring group.

A. The Secretary shall keep a membership file containing the names and addresses and other information, as maybe is considered essential by the Board of Directors, of each member of the Congress and its affiliated chapters.

B. The Secretary shall be in charge of all correspondence of the Congress, both incoming and outgoing.

C. The Secretary shall receive and review copies of all correspondence transmitted by persons or committees pursuant to their Congress duties.

D. It shall be the duty of the Secretary to inform the membership of the time and place of the annual meetings not less than four (4) weeks in advance.

F. The Secretary shall act as Chairperson of the Office Committee and shall be directly responsible for any office personnel of the Congress. The second Vice President shall also make recommendations to the President of the Congress regarding their continued statues of employment.

G. The Secretary shall attend all meetings of the Congress and the Board of Directors and shall keep minutes of their respective proceedings in separate record books.

A. The Treasurer shall be custodian of the funds of the congress and keep account of the same. He or she shall demand and receive all funds due to the congress and shall give proper receipt therefor. The Treasurer shall receive all bequests and donations made to the congress and shall keep adequate record thereof, and make disposition of them as directed by the Board of Directors. The Treasurer shall deposit the funds of the Congress in such commercial or savings banks as shall be designated by the Board of Directors at depositories of the congress, or make such other disposition of the funds as shall be ordered by the Board of Directors. The Treasurer shall pay out of the funds in his custody the expenses of the Congress as authorized by the Board of Directors.

B. The Treasurer shall submit his or her accounts to such examination as may be required by the Board of Directors. At least once a year, the books and accounts of the congress shall be audited by a certified public accountant selected by the Board of Directors.

C. It shall be the duty of the Treasurer to render a financial report of the congress, both written and oral. This shall be complete, including all income and expenses with resultant balance of monies.

D. The Treasurer shall prepare the following year’s budget for approval by the Board of Directors and adoption by the Board of Delegates at the Congress’s annual meeting.

A. The AMECC Auxiliary Chairperson shall be the National Auxiliary’s Chief Officer. The Chairperson shall preside over meetings of the Auxiliary and its committees; shall appoint committee members; shall liaison with local chapter auxiliaries; and shall be a member of and report to the AMECC Board of Directors and will not have the right to vote.

A. The Board, by simple majority vote, shall elect an active member of the Congress, in good standing, to fill the vacancy on the Executive Board created by resignation, disqualification or death where such vacancy is not filled by other is not filled by other bylaw provisions. The member, so elected, is to serve out the unexpired balance of the term of the member he or she succeeded. This active member shall indicate his or her willingness to serve prior to his or her election by the Board of Directors and must assume all of the duties of the vacated office.

Section IX- Members at Large

This is a temporary membership which will be terminated upon implementation of the final By Laws, or by Board of directors majority vote , this membership was created to assist the Board of Directors to fulfill its vision and mission.

1. Membership is open to all American Middle East Christians, regardless of race, religious denomination, gender, or nationality origin.

A. Any person in USA who has the high moral, professional, and ethical qualification advocated by the Congress, and his nomination has been approved by the Board of Directors.

B. Members at large shall assist the Board of Directors to fulfill the AMECC vision and mission and have the right to discuss issues related to AMECC that have been proposed and discussed by the Board of Directors at special meetings designated by the Board of Directors, and submitted to the membership at large. The members at large shall be eligible to hold any office and receive any honor bestowed by the Board of Directors.

C. A member at large may attend Board of Director’s meetings at the invitation of an officer of the Board to discuss a specific subject or requested by the members at large and approved by the Board of Directors.

The Board of Directors by a simple majority vote, may expel any member at large for any of the following reasons:

3. If in the opinion of the Board, the member’s continuos membership is detrimental to the well being and progress of the congress.

A. The Board of Directors shall have seven (7) regular members consisting of six (6) elected Directors President, 1^st Vice President, 2^nd Vice President, 3^rd Vice President, Treasurer, Secretary, and one (1) AMECC Auxiliary Chairperson as voting member.

B. The nominations and election of the directors of the Board vacancy shall be conducted in the same manner as the selection of the officers of this Congress.

1. Have been continuously in good standing for at least three (3) years prior to nomination with all dues having been fully paid from the first of the year and all assessments having been paid within the allotted time of those assessments and;

3. Board members may be disqualified and replaced by the Board of Directors for not attending three (3) meetings.

D. A Board member of the Congress may simultaneously serve as an Executive Officer or Board member of a local chapter. (A Board member of an affiliated local chapter may simultaneously serve as an Executive Officer or Board member of the National Congress.

E. Members running for seat or currently hold a title as member of AMECC serving for other organizations need prior approval of Board for reasons of conflict.

A. Subject to the provisions of the Articles of Incorporation, these bylaws, and the hereinafter approval by the general membership, the Board of Directors shall have the power and authority to manage, control, use, invest, reinvest, lease, make contracts, in respect of concerning its business, convey in trust, sell or otherwise dispose of any or all property and assets of whatever kind or nature owned by the Congress.

B. The expenditures of funds from the Congress’s treasury or special assessed dues shall conform strictly to those objectives set forth in the Preamble and/or bylaws.

C. All transactions involving all long-term indebtedness by the Congress are subject to the approval of two-thirds (2/3) majority vote of the general membership.

D. No transaction, resolution, or act involving expenditures of monies, credits or property exceeding $2,000.00 by AMECC and its Committees, shall be valid unless approved by affirmative vote of the simple majority of the Board of Directors. Every vote on all motions or resolutions shall be specifically recorded by the Secretary. Any expenditure of AMECC monies in an amount of less than $2000.00 shall be approved by a majority of the Board of Directors.

E. This Congress shall keep at the principal office, or such other place as the Board of Directors may order, a book of minutes of all meetings of its directors and its members with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present, and the proceedings thereof.

F. This Congress shall keep and maintain adequate and correct accounts of its properties and transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus.

G. The Board of Directors by majority vote shall approve new members into the Congress, termination of membership and approve or revoke charters of affiliated chapters.

H. Every director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the corporation and of any subsidiary corporations. Such inspections may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts.

I. Every director may propose by resolution, repeal of, or adoption of bylaws and amendments. All such amendments are subject to an approval of the majority of the Board of Directors before submission to the membership at large.

J. The Board of Directors under very unusual or trying circumstances, may alter, dispose of, modify or rescind the delegates’ decision regarding time and location of overseas or national meetings taken at a previous delegates’ meeting.

The executive Committee shall be composed of a President, Vice- President (s), Treasurer, secretary, and Auxiliary Chair, all of whom shall be elected by the Board of Directors.

The Executive Committee shall carry the day- to –day operation, subject to regular approval of the Board of Directors.

A. Special meetings of the Board of Directors may be called by the President, as Chairman of the Board.

B. Written notice of the special meeting must be given by the Secretary at least two (2) weeks prior thereto, specifying the time, place and maters to be discussed at the meeting.

C. Special action without a meeting of the Board may be taken if the majority Board members shall consent to such action in writing. This written consent must be filled with the minutes of the Board meeting.

Once a quorum is present, business may be conducted until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum provided, however, resolutions may be passed only upon vote of a majority of a quorum.

A. The principal place of business of the Congress shall be specified by the Board of Directors.

B. All such special or regular meetings of this Congress shall be held at a time and place as the Board shall direct.

No Amendment to the constitution shall be proposed unless the proposed Amendment is in writing and is filed with the President and circulated to all members of the Board of Directors at least thirty (30) days prior to any voting on the amendment.

This Constitution may be amended, repealed or suspended if such action is recommended by at least sixty-percent (60%) of the members of the Board of Directors and thereafter at a special meeting by a sixty percent (60%) vote of all the members’ voting for such purpose.

Registrations or withdrawals of any member from the American Middles east Christians Congress must be made in writing.

This Constitution and all Amendments (unless such Amendments provide otherwise) shall be in effective immediately after adoption.

The American Middle East Christian Congress may be dissolved by a two-thirds (2/3) vote of each of the Board of Directors and membership at large, each voting separately.

Upon the dissolution of the AMECC, all the property and assets shall become the property of charity, tax exempt under Federal law and approved by the Board of Directors subject to the conditions specified in the next paragraph.

The AMECC property shall stay frozen for a period of one year following the date of dissolution before assignment to another institution, in the hope that a spirit of revival may arise to revitalize it.