ECEDHA Bylaws
As revised through January 11, 2019.
ARTICLE I. Name and Purpose
Section 1.
The name of this organization is the Electrical and Computer Engineering Department Heads Association hereinafter referred to as ECEDHA.
Section 2.
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 departments (hereinafter referred to as ECE departments) to exchange information and ideas for improving the quality and effectiveness of electrical and computer engineering education; and
- To allow ECE departments to improve electrical engineering, computer engineering and related disciplines education through effective communication with: the electrical engineering, computer engineering and related disciplines professions, the electrical engineering, computer engineering and related industries,
- other electrical engineering, computer engineering and related disciplines professional organizations,
- the institutions with accredited electrical engineering, computer engineering and related disciplines programs,
- and appropriate government agencies
ARTICLE II. Membership
Section 1.
All ECE departments of ABET accredited or equivalent accredited electrical engineering, computer engineering and related disciplines programs (or similarly named programs) in North America or Internationally are Members of ECEDHA upon payment of dues. Other programs may be considered for full membership pending review and approval by the ECEDHA Board of Directors.
Section 2.
Voting Members are those Members who have paid their dues for the current academic year.
Section 3.
Departments of non-accredited electrical engineering, computer engineering and related disciplines programs, may be Associate Members of ECEDHA. Associate Membership shall be granted upon payment of dues. Associate Membership shall carry all privileges except that of voting.
Section 4.
Industrial firms and other organizations having strong interests in electrical engineering, computer engineering and related disciplines education may be eligible for Corporate Membership. Corporate Membership shall be solicited by ECEDHA's Association Management Firm, as outlined in the Management Services Agreement. Corporate Membership will be granted upon payment of Corporate Membership dues. Corporate Membership includes an executive position on the ECEDHA Corporate Advisory Council, the opportunity to provide input and guidance to the ECEDHA Board of Directors, the opportunity to participate in the ECEDHA Annual Conference and pre-program workshops, and the special recognition as an ECEDHA Corporate Member. ECEDHA Corporate Members do not hold voting privileges.
ARTICLE III. Officers
Section 1.
The elected officers shall be President, Vice President, Treasurer, and Secretary. To be eligible to hold an elected office, at the time of appointment, the officer must be head of department (or equivalent) of an ECEDHA member institution in good standing.
Section 2.
The appointed officers shall be an Executive Director/Assistant Treasurer representative from ECEDHA's Association Management Firm, Member(s)-at-Large, and an ECEDHA Foundation representative.
Section 3.
The elected officers shall serve a one-year period from July 1 through June 30 of the following year. The appointed Member(s)-at-Large shall serve a two-year period from July 1 through June 30 of the following year, subject to renewal.
Section 4.
The normal succession shall be that the President shall become Past President, Vice President shall become President, Treasurer shall become Vice President, and Secretary shall become Treasurer at the end of their terms of office.
Section 5.
Not less than two candidates for the office of Secretary shall be nominated by the ECEDHA Nominations Committee. The election of the Secretary shall take place by email ballot after the Annual Meeting.
Members-at-Large shall be appointed and shall hold responsibility for a designated aspect of the association's activities or programs. The Nominations Committee is responsible for identifying candidates for an appropriate number of Member-at-Large roles. Member-at-Large appointments are subject to the approval of the ECEDHA Board of Directors.
Section 6.
In the event a Secretary, Treasurer, or Vice President ceases to hold the position of head of a department (or equivalent) of an ECEDHA member institution, then the corresponding position shall be declared vacant by the Board of Directors at the end of the term. Any board member may be removed from the board on performance or disciplinary grounds via majority no-confidence vote by the Board of Directors and the corresponding position shall be declared vacant with immediate effect.
Should the Secretary office become vacant, the President shall conduct an election email to fill the vacant office. A majority vote of those voting shall be required for election.
Should the Treasurer, Vice President, President, or Past President office become vacant, an early succession of the Board of Directors shall take place with the Secretary office being filled by election.
Should the President cease to hold the position of department head, they may choose at their own discretion to continue their service.
Section 7.
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, appoint such committees as may be necessary, and serve as the Chair of the ECEDHA Nominations Committee. The President shall also serve as a member of the Executive Committee and the Finance Committee.
Section 8.
The Vice President shall act for the President in the President's absence, arrange the program of the ECEDHA Annual Conference, including management of the ECEDHA Program Committee, and be responsible for such administrative assignments as are given by the President. The Vice President shall also serve as a member of the Executive Committee, the Audit Committee, and the Nominations Committee.
Section 9.
The Treasurer shall be the financial officer of the Association, and shall serve as the Chair of the Finance Committee.
Section 10.
The Secretary shall keep records of the membership and of the activities of the Association such as minutes of meetings. The Secretary shall distribute minutes of the previous meeting along with the call for the next meeting of the Association. The Secretary shall review the ECEDHA Bylaws upon the start of their term. The Secretary shall also serve as the Chair of the Audit Committee.
Section 11.
The Executive Director/Assistant Treasurer shall be appointed by the President to assume responsibilities for managing the day-to-day operations of ECEDHA, as outlined in the current Association Management Services Contract. The Executive Director/Assistant Treasurer will also serve on the Finance Committee and be authorized to accept and expend funds on behalf of ECEDHA as approved by the Board of Directors.
Section 12.
The Past President shall serve as a member of the Executive Committee and the Audit Committee.
ARTICLE IV. Meetings
Section 1.
A meeting to be designated the ECEDHA Annual Conference and ECExpo shall be held annually. The Annual Meeting will accommodate a meeting of Canadian Heads of Electrical and Computer Engineering (CHECE), all ECEDHA Regional Groups and International Organizations, ECEDHA Standing Committees and Working Groups, and the ECEDHA Corporate Advisory Council, Corporate Affinity Programs, and the ECExpo.
Section 2.
Other meetings may be called by the President with concurrence of the Board of Directors.
Section 3.
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.
Section 4.
Each Member institution or designated alternate shall have one vote.
ARTICLE V. Board of Directors
Section 1.
The membership of the Board of Directors shall be the President, Vice President, Secretary, and Treasurer of ECEDHA, the immediate past President of ECEDHA, the Chair of the Canadian Heads of Electrical and Computer Engineering, appointed Members-at-Large, and an ECEDHA Foundation Representative. The ECEDHA Foundation's Board of Directors shall appoint their representative for an unspecified term.
Section 2.
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 (5) Directors.
Section 4. NOTICE OF MEETING.
Notice of any meeting of the Board of Directors shall be given at least ten days (thirty days for an in-person meeting) previously thereto by electronic notice to each Director at their email address as shown by the records of ECEDHA.
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 these Bylaws 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 all the Directors.
Section 8. QUORUM.
A majority of the Directors, including 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 occurring 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 at its act create or dissolve Standing Committees and/or Working Groups in furtherance of the aims of the Association. The Chair of each Standing Committee and/or Working Group shall be a head of department (or equivalent) of an ECEDHA member.
The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and Past President, and shall be a permanent Standing Committee of the Association. The Executive Committee shall manage contractual affairs within the approved budget, manage any legal activity necessary to manage the association, and conduct any other business that is delegated to it by the board.
The Nominating Committee shall consist of the President, Vice President, and Executive Director and shall be a permanent Standing Committee of the Association, to assist in the election of officers, as provided in Article III, Section 5.
The Finance Committee shall consist of the President, Treasurer, a Member-at-Large, and Executive Director and shall be a permanent Standing Committee of the Association. The Finance Committee shall review the practices and finances of the Association to ensure that the Association is fiscally prudent.
The Audit Committee shall consist of the Past President, Vice President, and Secretary and shall be a permanent Standing Committee of the Association. The Audit Committee shall review the preliminary audit of the Association, in conjunction with the ECEDHA Auditors, and approve the report prior to annual submission.
ARTICLE VI. Dues
Section 1.
ECEDHA shall assess annual dues on an academic year basis.
Section 2.
In the event the dues structure should change, 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 ECEDHA Business Meeting.
ARTICLE VII. Amendments
Section 1.
These Bylaws may be amended by the ECEDHA Board of Directors. A favorable vote from two-thirds of the directors voting is necessary for amendment. Current Bylaws shall be posted publicly on the ECEDHA website, and can be reviewed annually at the ECEDHA Board of Directors meeting.
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 these Bylaws 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 these Bylaws 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 these Bylaws or by law.
ARTICLE IX. Dissolution
Upon the dissolution of ECEDHA, all funds and assets remaining are to be distributed to a like-minded, non-profit organization serving Engineering Education to be determined by a majority vote of the ECEDHA Board of Directors. ECEDHA Members shall be solicited for comment prior to the Board of Directors vote on dissolution.
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.
Footnote:
In this document, "ECE Department" refers to the official ECE department of programs approved by the ECEDHA Board of Directors.