As revised through January, 2004.
ARTICLE I. Name and Purpose
The name of this organization is the Electrical and Computer Engineering Department Heads Association hereinafter referred to as ECEDHA.
The purposes of ECEDHA are:
- To advance the fields of electrical engineering, computer engineering and related disciplines; and to contribute to the development and dissemination of engineering knowledge in the public interest and for the public good;
- To provide a forum for electrical engineering, computer engineering and related disciplines department heads (hereinafter referred to as heads of departments) in the United States and Canada to exchange information and ideas for improving the quality and effectiveness of electrical and computer engineering education; and
- To allow the heads of departments to improve electrical engineering, computer engineering and related disciplines education through effective communication with: the electrical engineering, compute rengineering and related disciplines professions, the electrical engineering, computer engineering and related industries,
1. other electrical engineering, computer engineering and related disciplines professional
2. the institutions with accredited electrical engineering, computer engineering and related
disciplines programs, and appropriate government agencies.
ARTICLE II. Membership
All heads of departments of ABET accredited or equivalent Canadian accredited electrical engineering, computer engineering and related disciplines programs (or similarly named programs) in the United States and Canada are Members of ECEDHA upon payment of dues.
Voting Members are those Members who have paid their dues for the current calendar year.
Heads of departments of non-ABET or equivalent Canadian non-accredited electrical engineering, computer engineering and related disciplines programs in the United States or Canada, or programs not located in the United States or Canada may be Associate members of ECEDHA. Associate Membership shall be granted upon acceptance of an application to the Board of Directors and payment of dues. Associate Membership shall carry all privileges except that of voting.
Industrial firms and other organizations having strong interests in electrical engineering, computer engineering and related disciplines education may be eligible for Affiliate Membership. Affiliate Membership shall be granted upon acceptance of an application to the Board of Directors. Affiliate Membership shall carry all privileges except that of voting.
ARTICLE III. Officers
The elected officers shall be (1) President, (2) Vice-President, (3) Secretary/Treasurer. To be eligible to hold elected office, a member must also be a member of the Institute of Electrical and Electronic Engineers, Inc.
The appointed officer shall be Executive Director/Assistant Treasurer.
The officers shall serve the one-year period from July 1 through June 30 of the following year.
The Vice-President shall become President and the Secretary/Treasurer shall become Vice-President at the end of their terms of office.
Not less than two candidates for the office of secretary/treasurer shall be nominated by the ECEDHA Board of Directors. The election of the secretary/treasurer shall take place by mail or email ballot after the annual meeting.
In the eventan officer or officer-elect ceases to hold the position of head of a department of an ABET-accredited program, then that elected office shall be declared vacant by the Board of Directors, except in the case of a President whose term has already begun. In this case, the President shall serve out the remainder of the term in office.
Should an elected office of the Association become vacant, the succession described in Article III, Section 4, shall take place immediately. With respect to the office of Secretary/Treasurer, the President shall conduct an election by mail or email to fill the vacant office. A majority vote of those voting shall be required for election.
The President shall be the chief executive officer of the Association. The President shall preside over the meetings, arrange the agenda for business meetings, schedule the meetings, and appoint such committees as may be necessary. The Association shall request that the IEEE appoint the President of the Association to serve as an ex-officio member of the IEEE Educational Activities Board.
The Vice-President shall act for the President in the President's absence, arrange the program of the Annual Meeting, and be responsible for such administrative assignments as are given by the President.
The Secretary/Treasurer shall keep records of the membership and of the activities of the Association such as minutes of meetings and also shall be the financial officer of accounting to the Association at the Business Meeting. The Secretary/Treasurer shall distribute minutes of the previous meeting along with the call for the next meeting of the Association.
The Executive Director/Assistant Treasurer shall be appointed by the President to assume responsibilities for managingthe day-to-day operations of ECEDHA. The Executive Director/Assistant Treasurer will also be authorized to accept and expend funds on behalf of ECEDHA as approved by the Board of Directors.
ARTICLE IV. Meetings
A meeting to be designated the Annual Meeting shall be a time and location selected by the President, consistent with a vote of the Board of Directors in the preceding year. The Annual Meeting will accommodate a meeting of Canadian Heads of Electrical and Computer Engineering (CHECE).
Other meetings may be called by the President with concurrence of the Board of Directors.
A quorum shall consist of not less than twenty Members including designated alternates. A Member must notify the President of the name of the designated alternate prior to the meeting.
Each Member or designated alternate shall have one vote.
ARTICLE V. Board of Directors
The membership of the Board of Directors shall be the President, Vice President and Secretary/Treasurer of ECEDHA, the two immediate past Presidents of ECEDHA, the Chair of the Canadian Heads of Electrical and Computer Engineering, two members-at-large, and a member of the International Engineering Consortium ("Consortium"). Upon taking office on July 1, the president shall appoint one at-large member for a two-year term. The Consortium's Board of Directors shall appoint their member for an unspecified term.
The Board of Directors shall assist the President in preparing agendas, plans, and proposals to be submitted to the Association.
Section 3. ANNUAL MEETING AND OTHER MEETINGS.
An annual meeting of the Board of Directors shall be held in each calendar year. Additional meetings of the Board of Directors may be called by the President, or shall be called by the President at the request of any five Directors. Any place, either within or without the State of Illinois, may be designated as the place for a meeting.
Section 4. NOTICE OF MEETING.
Notice of any meeting of the Board of Directors shall be given at least ten days, but not more than forty days, previously thereto by written notice delivered personally or sent by mail to each Director at his/her address as shown by the records of ECEDHA. If mailed, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope, so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. The time, place and business to be transacted at, or the purpose of, any regular or special meeting shall be specified in the notice or waiver of notice of such meeting.
Section 5. VOTING RIGHTS.
Each Director shall have one vote on all matters to be considered by the Board of Directors.
Section 6. MANNER OF ACTING.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors, except where otherwise provided by this constitution or by law.
Section 7. INFORMAL ACTION BY DIRECTORS.
Any action required to be taken at a meeting of the Directors, or any other action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by al the Directors.
Section 8. QUORUM.
A majority of the elected Directors shall constitute a quorum for the transaction of business at any meeting of the Directors. If less than a majority of such Directors are present at said meeting, a majority of the Directors present may adjourn the meeting without further notice.
Section 9. VACANCIES
Any vacancy occuring in the Board of Directors caused by any manner whatsoever shall be filled in a manner consistent with Article III, Section 6 and by appointment by the Directors. A Director elected to fill any vacancy shall be appointed for the un-expired term for the Directorship.
Section 10. RESIGNATION.
Any Director may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the Director so resigning of the obligation to return any moneys or property advanced to him or her by the Corporation.
Section 11. TRANSFER OF MEMBERSHIP.
Membership to the Board of Directors of the Corporation is not transferable or assignable.
The Board of Directors may at its act create or dissolve Standing Committees in furtherance of the aims of the Association. The Chair of each Standing Committee shall be an ECEDHA member at the time of selection to approval by a majority vote of the Board of Directors.
The nominating Committee shall be a permanent Standing Committee of the Association, to assist in the election of officers, as provided in Article III, Section 5.
ARTICLE VI. Dues
ECEDHA shall assess annual dues on a calendar year basis.
The amount of the annual dues will be recommended to the membership by the Board of Directors at the Annual Meeting. This amount will be fixed by a majority vote of the Voting Members present at the Annual Meeting.
ARTICLE VII. Amendments
This Constitution may be amended by mail or email ballot of the members. A favorable vote from two-thirds of the members voting is necessary for amendment, provided that the total vote exceeds one-half of the membership. The deadline of receipt of the votes must be set as five weeks after the mailing to each member of a copy of the proposed amendment.
ARTICLE VIII. Officers Authorized To Accept and Distribute Funds
The President and the Treasurer shall be authorized to accept funds for ECEDHA and to distribute all funds of ECEDHA, except as otherwise specifically prohibited or limited by this constitution or by law. The Executive Director/Assistant Treasurer has authority to accept and to distribute all funds of ECEDHA as approved by the Board of Directors, except as otherwise specifically prohibited or limited by this constitution or by law. The Board of Directors may authorize other officers from time to time to accept and distribute funds of ECEDHA under whatever prohibitions and limitations they deem appropriate, except as otherwise specifically prohibited or limited by this constitution or by law.
ARTICLE IX. Dissolution
Upon the dissolution of ECEDHA, all funds and assets remaining are to be distributed to the Consortium. Any funds or assets so distributed to the Consortium are to be used for the furtherance of Electrical Engineering education within the framework of the Consortium's existing programs. If the Consortium is not in existence upon the dissolution of ECEDHA, the remaining assets are to be distributed to the Institute of Electrical and Electronics Engineers.
ARTICLE X. Distributions
Under no circumstances are any distributions to be made for the enrichment of any individual, officer, or director, other than in the normal course of businesses as reimbursement of expenses and compensation for services rendered necessary for the proper functioning of ECEDHA.
In this document, "Head of Department" refers to the official department leader, whether locally called chair, chairman, chairperson, chairwoman, head or similar title. Related disciplines are departments/programs approved by the ECEDHA Board of Directors.