Our Bylaws

Formed under the Virginia Nonstock Corporation Act (the “Act”) FIFTH REVISION Adopted as of September 1, 2024

SECTION 1 OFFICES.

1.1 Principal Office; Registered Office.

(A) The principal office of The Society of Afghan Engineers (the “Society”) will be within or without the Commonwealth of Virginia as determined by the Board of Directors (the “Board”) from time to time. (B) The Society shall continuously maintain within the Commonwealth of Virginia a registered office at such place as may be designated by the Board.

1.2 Additional Offices.

The Society may maintain additional offices at such other places as the Board designates.

SECTION 2 MEMBERS.

2.1 Members.

Membership in the Society is open to individuals and organizations who support the purposes of the Society as set forth in the Society’s Articles of Incorporation, as amended (the “Articles”), these Bylaws, and any additional governance materials or policies as the Board may adopt from time to time.

2.2 Classes of Membership; Qualification.

There are four classes of membership in the Society: Regular, Associate, Honorary, and Student (collectively, the “Members” and each a “Member”). Individuals and organizations that meet the following qualifications are eligible to seek admission to one of the Society’s membership classes: (A) Regular Member. An individual who has graduated from university or college in architecture and/or engineering. (B) Associate Member. An organization of any legal structure that is associated or involved with the practice in the fields of architecture and/or engineering. (C) Honorary Member. An individual with an academic or distinguished professional career in engineering and/or architecture, or any Society member whose total membership years as a Regular Member combined with such member’s age exceeds 80 years. (D) Student Member. An individual who is undergoing university/college education in the engineering and/or architecture fields.

2.3 Rights of the Members.

(A) Regular Members have the right to: (i) After completing a full one-year term as a Regular Member, run for an elected position on the Board, and for the office of President. (ii) Elect and remove directors from the Board; and (iii) Attend any meeting of the Board when invited by the Board but in a nonvoting capacity.

(B) Associate Members have the right to: (i) After completing a full one-year term as an Associate Member, run for an elected position in the Society as on the Board or for the office of President as represented by an individual appointed by such Associate Member to represent such Associate Member; (ii) Elect and remove directors from the Board; and (iii) Attend any meeting of the Board when invited by the Board but in a nonvoting capacity.

(C) Honorary Members have the right to: (i) Attend the annual meeting and any special meetings of the Members; (ii) Attend any meeting of the Board when invited by the Board but in a nonvoting capacity; and (iii) Run for an elected SAE position including a position on the Board.

(D) Student Members have the right to: (i) Attend the annual meeting and any special meetings of the Members; (ii) Be appointed for an SAE appointed position; and (iii) Upon graduation, apply to become a Regular Member.

2.4 Admission of Members.

An individual or organization seeking admission as a member in the Society will complete the admission process as stipulated by the Board from time to time including, at minimum, a membership application for the appropriate class of membership.

2.5 Membership Dues.

Members shall pay the annual membership dues as determined and assessed by the Board. Honorary Members are exempt from payment of annual membership fees. Any individual Member residing in Afghanistan, whether Regular, Associate, Honorary, or Student Member, is exempt from annual membership fee.

2.6 Term.

The term of membership for all Members shall be one year and will renew for the subsequent year upon payment of annual membership dues. The Society’s Membership year shall commence on January 1st and conclude on December 31st.

2.7 Transfer of Membership.

Membership in the Society is not transferable to any other individual or organization, regardless of membership class.

2.8 Member Resignation.

Any Member may submit a written resignation to the Society’s Secretary or other duly designated representative.

2.9 Member Discipline and Termination.

(A) Failure to Pay Membership Dues. The Society may terminate the membership of any Member who has not satisfied membership requirements related to the payment of all applicable dues, fees, and assessments by the deadline prescribed by the Board. A Member who is terminated from membership due to failure to pay applicable dues, fees, or assessments may be reinstated as a Member upon the payment of the invoice amount(s). (B) Discipline. Pursuant to a fair process and under procedures duly adopted by the Board from time to time, a Member may be suspended or expelled from membership by a two-thirds majority vote of the Board if such Member has been found by the Board to have violated these Bylaws, a policy of the Society, or for actions or inaction contrary to the Society’s purposes.

2.10 Annual Meeting.

The annual meeting of the Members shall be held each year at the place, date, and time determined by the Members or the President as stated in the notice of the meeting. The purposes for which the annual meeting of Members is to be held, in addition to those prescribed by law, by the Articles, or by these Bylaws, shall include for the election of the Board and the transaction of other business as may properly come before the Members.

2.11 Special Meetings.

Special meetings of the Members may be called at any time by the Chairman of the Board, the President, by the Board, or by 5% of the total of all Regular Members, Associate Members, and Honorary Members. Only business within the purpose or purposes described in the meeting notice may be conducted at a special Members meeting.

2.12 Location of Member Meetings.

The annual meeting of Members and special meetings of the Members may be held at such place, in or out of the Commonwealth of Virginia, as may be provided in the notice of the meeting. Unless the Society’s Articles, or these Bylaws require otherwise, the Board may determine that any meeting of Members shall not be held at any place and shall instead be held solely by means of remote communication in conformity with these Bylaws.

2.13 Presiding Officer and Secretary at Members Meeting.

At any meeting of the Members, if neither the Chairman of the Board, nor President, nor a person designated by the Board to preside at the meeting shall be present, the Members present shall appoint a presiding officer for the meeting. If neither the Secretary nor a person designated by the Board to serve as the secretary is present, the appointee of the person presiding at the meeting shall act as secretary of the meeting.

2.14 Notice of Member Meetings; Waiver of Notice.

(A) Notice. The Society shall give notice of each meeting of the Members which shall state the date, time, and place of the meeting and, unless it is an annual meeting, shall indicate the purpose or purposes for which the meeting is being called. Notice of a special meeting shall state the purpose or purposes for which the meeting is called. Such notice of any meeting shall be given to each Member eligible to vote at such meeting. (B) Timing of Notice. The notice shall be given either personally or by mail not less than ten (10) nor more than sixty (60) days before the date of the meeting except that notice of a Members’ meeting to act on an amendment to the Articles, a plan of merger, a proposed sale of assets pursuant to § 13.1-900 of the Virginia Nonstock Corporation Act (as now in effect or as may hereafter be amended), (the “Act”), or the dissolution of the Society shall be given in not less than twenty-five (25) nor more than sixty (60) days before the meeting. (C) Manner of Notice. Notice shall be in writing and may be given or sent by any method of delivery pursuant to § 13.1-900 of the Act, as now in effect or as may hereafter be amended. The Society may give Members such written notice by a form of electronic transmission consented to by the Member to whom such notice is given. (D) Adjournment. When an annual or special meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed by these Bylaws, however, notice of the adjourned meeting shall be given to persons who are Members as of the new record date. (E) Waiver of Notice. A Member may waive any notice required by law or these Bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, shall be signed by the Member entitled to such notice, and shall be delivered to the Secretary of the Society for inclusion in the minutes of the meeting or filing with the corporate records. A Member who attends a meeting: 1) waives objection to lack of notice or defective notice of the meeting unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and 2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.

2.15 Quorum.

Members entitled to cast a majority (more than 50%) of the votes entitled to be cast represented in person or by proxy shall constitute a quorum at a meeting of Members for the transaction of any business. Once a Member is present at a meeting, such Member is deemed present for quorum purposes for the remainder of the meeting and for adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting. Less than a quorum may adjourn a meeting.

2.16 Proxies and Voting.

(A) Vote. Each Member entitled to vote on a particular matter is entitled to one vote. Whenever any corporate action is to be taken by vote of the Members, it shall, except as otherwise required by law or by the Articles, be authorized by a majority of the votes cast at a meeting of Members at which a quorum is present. Any vote of the Members authorized by the Board of Directors to be made by written ballot may be satisfied by ballot submitted by electronic transmission. (B) Qualification of Voters; Set Record Date. Any Member in good standing, otherwise eligible to vote, is entitled to vote at any meeting of Members, except that the Board may set, in advance, a date as the record date for the purpose of determining the Members entitled to vote at any meeting of Members or any adjournment thereof. Such record date shall not be more than seventy (70) days before the date of the meeting or action without a meeting. A Member is in good standing if such Member has paid all assessed membership dues and current membership status is not terminated or suspended. When a determination of Members of record entitled to notice of or to vote at any meeting of Members has been made as provided in this Subsection 2.14, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting, which it shall do if the meeting is adjourned to a date more than one hundred and twenty (120) days after the date fixed for the original meeting. (C) Proxy. Each Member entitled to vote in person on a particular matter may authorize another Member to act for such Member by proxy but no individual or organization other than a Member shall be so authorized. Every proxy appointment form must be signed by the Member or such member’s duly authorized attorney-in-fact. An appointment of a proxy becomes effective when received by the Secretary of the Society or other officer or agent authorized to tabulate votes. A proxy shall be valid for eleven (11) months from the date of its execution unless a longer period is expressly provided in the proxy appointment form. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.

2.17 Manner of Acting.

(A) Action at Meeting. When a quorum is present at any meeting, a majority of the voting Members present in person or by proxy and entitled to vote on a matter shall decide any matter to be voted on by the voting Members, except where a larger vote is required by law, by the Articles of Incorporation or by these Bylaws. Any election by voting Members shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Articles of Incorporation or by these Bylaws. No ballot shall be required for any election unless requested by a voting Member present in person or by proxy and entitled to vote in the election. (B) Action by Consent. Any action to be taken at any annual or special meeting of the Members may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing or by electronic transmission, setting forth the action so taken, shall be signed by the voting Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all voting Members having a right to vote thereon were present and voted, and the written consents are filed with the records of the meetings of the Members. Such consents shall be treated for all purposes as a vote at a meeting of the Members.

2.18 Meetings by Remote Communication.

(A) Except as otherwise required by law or restricted by the Articles or these Bylaws, the Members may participate in a meeting of the Members by means of conference telephone or similar remote communications equipment by means of which all Members participating in the meeting can hear each other at the same time and such Member is deemed to be present in person at the meeting. (B) The Society shall implement measures to: (i) verify that each Member participating remotely is a Member or a Member’s proxy; and (ii) provide such Members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Members, including an opportunity to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.

2.19 Members’ List; Record for Members Meeting.

The Secretary of the Society shall make, at least ten (10) days but not more than seventy (70) days before each Members meeting, a complete list of Members with the address of each. Such list shall be subject to inspection by any Member at any time during usual business hours for a period of ten (10) days prior to each meeting, and shall be produced and kept open at the time and place of the meeting, subject to inspection during the whole time of the meeting for the purposes thereof.

SECTION 3 BOARD OF DIRECTORS.

3.1 Powers.

All corporate powers shall be exercised by, or under the authority of, and the business of the Society shall be managed under the direction of, the Board.

3.2 Functions and Responsibilities.

The Board manifests the Society’s purposes by setting short and long-term goals, identifying strategies, and monitoring progress and achievements. In addition to performing such duties and exercising such powers identified in these Bylaws and pursuant to the Act, the Board shall also manage, stipulate, and control all the policies and business affairs of the Society.

3.3 Number of Directors.

The number of directors constituting the Board shall be no fewer than three (3) and no more than nine (9). The number of directors may be increased or decreased by amendment of these Bylaws. The Regular, Associate, and Honorary Members shall determine the total number of directors to be elected within the range of the permissible number of directors under this Subsection 3.3.

3.4 Qualifications.

An individual may be considered for election as a director if such individual has completed a one-year term as a Regular Member, Associate, or Honorary Member of the Society and has paid all assessed membership dues in the year of such election and the year prior to such election. A director need not be a resident of the Commonwealth of Virginia.

3.5 Election of Directors.

The Regular, Associate, and Honorary Members shall elect individuals to the Board of Directors by voting for one of the candidates. The candidates with the highest number of votes will serve as directors to fill the available seats.

3.6 Term; Consecutive Terms.

(A) Each director holds office for a term of three (3) years and until such director has been duly elected and qualified or until such director’s earlier death, resignation, or removal. (B) The term of office of each director shall begin on the first day of January following the election and terminate on the last day of December after the completion of a three-year term. (C) Directors may serve up to two (2) consecutive full terms; a partial term due to filling a vacancy on the Board does not count in the calculation of consecutive terms unless the vacancy was filled for more than two (2) years. An individual may be eligible for election as a director again after not serving on the Board for three (3) consecutive years if such individual otherwise meets all qualifications.

3.7 Resignation.

Any director may resign at any time by delivering written notice to the Board, its Chairman, the President, or the Secretary. Such resignation shall take effect when such notice is delivered unless the notice specifies a later effective date.

3.8 Removal.

(A) By Members. Except as otherwise provided in the Articles, any one or more of the directors may be removed with cause at any time by action of the Regular, Associate, and Honorary Members. (B) By the Board. (i) Except as otherwise required by law or restricted by the Articles or these Bylaws, any one or more of the directors may be removed with cause at any time by the affirmative vote of all of the directors then in office, but excluding the affected director or directors, and only at a meeting called for that purpose, and the meeting notice must state that the purpose, or one of the purposes of the meeting is the removal of the director(s). (ii) Absence without legitimate reason, as determined in the sole discretion of the Board, of a director from three (3) consecutive meetings of the Board, or failure to assist in the work of the Society, as determined in the sole judgment of the Board, shall be deemed to be lack of interest in continued service as a director. Such director, upon majority vote of the directors then in office, discounting the affected director, may be removed from the Board.

3.9 Vacancies.

(A) Vacancies on the Board resulting from the death, resignation, or removal of a director, or an increase in the authorized number of directors may be filled by vote of the Regular, Associate, and Honorary Members at any annual or special meeting and if not so filled, then by a majority of the directors then in office. The vacancy must be filled from among the most recent list of director candidates voted upon by the Regular, Associate, and Honorary Members in order of those that received the most votes. (B) The director elected to fill any such vacancy or newly created directorship holds office until the next election of directors and until such director’s successor has been elected.

3.10 Compensation.

(A) Directors may not receive salaries for their services as directors, but any director may be reimbursed for any expenses incurred by such director in providing services to the Society as a member of the Board, including expenses incurred in attending meetings of the Board, in reasonable amounts as approved by a majority of the entire Board. (B) No provision of these Bylaws may be construed to preclude any director from serving the Society in any other capacity, including without limitation as an officer of the Society, and from receiving reasonable compensation for such service.

SECTION 4 MEETINGS OF THE BOARD.

4.1 Annual and Regular Meetings.

(A) The Board shall hold an annual meeting, which should be the first meeting of the Board in each fiscal year, at such place as may be selected by the directors, for the transaction of such business as properly comes before the meeting. (B) Regular meetings of the Board shall be held at such times as may be fixed by the Board. In addition to the annual meeting, the Board shall meet for regular meetings no fewer than three times per year.

4.2 Special Meetings.

Special meetings of the Board may be held at any time whenever called by the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, or any two (2) directors.

4.3 Location of Meetings.

The annual, regular, and special meetings of the Board may be held at such places in or out of the Commonwealth of Virginia and directors may participate in such meetings pursuant to Subsection 4.8 of these Bylaws regarding virtual meetings.

4.4 Notice of Board Meetings.

(A) Annual and Regular Meetings. Notice of the annual and regular meetings of the Board shall be given to Members as prescribed by resolution of the Board. If no such resolution of the Board is prescribed, then no notice need be given of the annual and regular meetings of the Board. (B) Special Meetings. Notice of each special meeting of the Board shall be given to each director as is prescribed by resolution of the Board. (C) Manner of Notice. Notice shall be in writing and may be given or sent by any method of delivery pursuant to § 13.1-900 of the Act, as now in effect or as may hereafter be amended. Notice of any meeting of the Board may be given by a form of electronic transmission consented to by the director to whom the notice is given. (D) Notice Period. (i) If notice is mailed, it must be deposited in the U.S. mail at least five days prior to the date of the meeting. (ii) If a notice is delivered personally or communicated by telephone, electronic mail, or facsimile, it must be delivered or communicated at least five days prior to the date of the meeting. (E) Purpose of Meeting. Neither the business to be transacted at nor the purpose of any meeting of the Board must be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws. (F) Waiver of Notice. Notice of a meeting of the Board need not be given to any director entitled to such notice who submits a signed, written waiver of notice whether before or after the date and time stated in such notice. A director’s attendance at or participation in a meeting waives any required notice to such director of the meeting unless at the beginning of such meeting, or promptly upon such director’s arrival, such director objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting. (G) Agenda. Regardless of whether notice is required for any meeting of the Board, the Chairperson or the Secretary should send a meeting agenda to each director approximately one week in advance of each meeting of the Board when possible.

4.5 Usual Manner of Acting.

(A) Quorum. Unless a greater proportion is required by law or by the Articles or these Bylaws, a majority of the number of directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business or of any particular business. (B) Voting; Act of the Board. Except as otherwise provided by law or by the Articles or these Bylaws, the vote of a majority of the directors present at the meeting at the time of such vote, if a quorum is then present, shall be the act of the Board. No proxy voting is permitted.

4.6 Conduct of Meetings.

(A) Chairperson; Vice-Chairperson; Presiding Officer. (i) Board members shall select from among themselves a Chairperson and a Vice Chairperson. (ii) The Chairperson shall preside over the meetings of the Board and is empowered to perform such other duties from time to time as directed by the Board. (iii) In the absence of the Chairperson, the Vice-Chairperson shall preside over the meetings of the Board and is empowered to perform such other duties from time to time as directed by the Board. (B) Board Secretary. The Secretary or the Secretary’s designee shall act as secretary of the meeting and shall be responsible for maintaining a record of the proceedings of the Board meetings and other Board documents.

4.7 Action Without Meeting.

(A) Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent in writing (including e-mail) to such action. Such action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken. (B) Such written consents shall be included in the minutes or filed with the corporate records reflecting the action taken.

4.8 Remote Participation in Member Meetings.

(A) Any one or more members of the Board may participate in the annual, a regular, or a special meeting of the Board by means of conference telephone or similar remote communications equipment by means of which all persons participating in the meeting may simultaneously hear each other during the meeting. (B) A director participating in a meeting by such means is deemed to be present in person at the meeting.

SECTION 5 TASK FORCE UNITS AND ADVISORY COUNCILS.

5.1 Committees (Task Force Units).

The Board, as provided in this Section 5, may designate one or more board committees, known as task force units, to carry out functions/assignments the Board, together with input from the President, may deem necessary from time to time.

5.2 Task Force Units.

(A) The Board, by resolution adopted by a majority of the entire Board, may designate one or more task force units, each consisting of one or more directors who serve at the pleasure of the Board. (B) Task force units, to the extent provided in said resolution and not restricted by law or this Subsection 5.3 of these Bylaws, have and may exercise the authority and act on behalf of the Board in the management of the Society, including but not limited to actions specified in these Bylaws as requiring the approval of the Board. However, the creation of, delegation of authority to, or action by a task force unit does not alone constitute compliance by a director with the standards of conduct required under the Act. (C) The Board may appoint one or more directors as alternate members of any task force unit to replace any absent or disqualified task force unit member during the member’s absence or disqualification. Unless the Articles, these Bylaws, or the resolution creating the task force unit provides otherwise, in the event of the absence or disqualification of a task force unit member, the task force unit member or members present at any meeting and not disqualified from voting may unanimously appoint another director to act in place of the absent or disqualified member.

5.3 Limitations on Task Force Unit Powers.

No task force unit may: (A) approve or recommend to Members action that the Act requires to be approved by Members; (B) fill vacancies on the Board or on any of its task force units; (C) amend the Society’s Articles pursuant to § 13.1-885 of the Act, as now in effect or as may hereafter be amended; (D) adopt, amend, or repeal these Bylaws; or (E) approve a plan of merger not requiring Member approval.

5.4 Service of Task Force Units.

The creation of, delegation of authority to, or action by a task force unit does not alone constitute compliance by a director with the standards of conduct described in § 13.1-870 of the Act, as now in effect or as may hereafter be amended.

5.5 Advisory Committees (Council).

The Board, by resolution adopted by a majority of the entire Board, may designate one or more advisory committees, known as advisory councils, each consisting of one or more individuals who need not be directors. Each advisory council shall serve at the pleasure of the Board. No advisory council may exercise the authority or act on behalf of the Board. No action of an advisory council shall constitute an act of the Board or the Society.

5.6 Term of Office.

Each member of a task force unit or advisory council continues as such until such individual’s successor is appointed, unless the task force unit or advisory council is sooner terminated, or until such individual’s earlier death, resignation, or removal.

5.7 Vacancies.

Vacancies in the membership of any task force unit or advisory council may be filled by appointments made in the same manner as the original appointments.

5.8 Chairperson.

One member of each task force unit or advisory council must be appointed chairperson of the task force unit or advisory council.

5.9 Quorum.

A majority of the whole task force unit or advisory council constitutes a quorum, unless otherwise provided in the resolution of the Board authorizing the task force unit or advisory council, the Articles, or the Act.

5.10 Voting.

The act of a majority of the members present at a meeting at which a quorum is present is the act of the task force unit or advisory council.

5.11 Telephonic Meetings.

Any one or more members of a task force unit or advisory council may participate in a task force unit or advisory council meeting by means of conference telephone or similar remote communications equipment by means of which all persons participating in the meeting may simultaneously hear each other during the meeting. A task force unit or advisory council member participating in a task force unit or advisory council meeting by such means is deemed to be present in person at the meeting. A task force unit or advisory council member participating in a meeting by such means is deemed to be present in person at the meeting.

5.12 Action Without Meeting.

(A) Any action required or permitted to be taken at any meeting of a task force unit or advisory council may be taken without a meeting if all members of the task force unit or advisory council consent in writing (including e-mail) to such action. Such action shall be evidenced by one or more written consents stating the action taken, signed by each task force unit or advisory council member either before or after the action taken. (B) Such written consents shall be included in the minutes or filed with the corporate records reflecting the action taken.

5.13 Guidelines.

Each task force unit or advisory council may adopt guidelines for their own governance not inconsistent with the Act, the Society’s Articles, these Bylaws, or the task force unit or advisory council charter adopted by the Board, if any.

SECTION 6 OFFICERS.

6.1 Officers.

(A) The officers of the Society are a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be elected or appointed by the Board. The President is selected by the Board of Directors, within 15 days after election results are declared, from a list of nominees/candidates prepared by the Election Committee during the election process. The President submits to the Board timely nominations for Vice President, Treasurer, and Secretary for Board approval, to enable executive officers start work beginning January of the year following elections. (B) Officers whose authority and duties are not prescribed in these Bylaws have the authority to perform the duties prescribed by resolution of the Board. (C) Any two or more offices may be held by the same person.

6.2 Term of Office.

The term of office of all officers is three (3) years or until such officer’s earlier death, resignation, or removal, and until such officer’s successor has been appointed and qualified. Election or appointment of an officer shall not by itself create any contract rights in the officer or the Society.

6.3 Compensation.

The officers of the Society may receive reimbursement for their reasonable Society-related expenses.

6.4 Resignation.

An officer may resign by giving written notice to the Society. The resignation is effective upon its receipt by the Society or at a subsequent time specified in the notice of resignation.

6.5 Removal.

Any officer elected or appointed by the Board may be removed by the Board at any time for cause, but such removal is without prejudice to the contract rights, if any, of the person so removed.

6.6 Vacancies.

(A) A vacancy in any office must be filled by the Board without undue delay at its annual meeting or at a special meeting called for that purpose. (B) In the event of the absence or disability of any officer of the Society, the Board may delegate such officer’s powers and duties to any other officer or officers.

6.7 President.

(A) The President is the chief executive officer of the Society. (B) The President, subject to the supervision of the Board, shall perform all duties customary to that office and shall supervise and control all affairs of the Society in accordance with policies and directives approved by the Board. (C) The President shall attend meetings of the Board as a nonvoting member. (D) The President may execute on behalf of the Society any contracts or other instruments which the Board has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the Society and either individually or with the Secretary or any other officer thereunto authorized by the Board, according to the requirements of the form of the instrument, except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Society or a different mode of execution is expressly prescribed by the Board.

6.8 Vice President.

(A) In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. (B) The Vice President shall attend meetings of the Board as a nonvoting member. (C) The Vice President shall perform such other duties and have such other powers as the Board may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and the supervision of the Board.

6.9 Secretary.

(A) The Secretary shall be responsible for preparing and maintaining custody of minutes of all meetings of the members and meetings of the Board, and for authenticating the records of the Society, and shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary. (B) The Secretary shall have custody of the corporate seal of the Society, if any; and the Secretary shall have authority to affix the same to any instrument requiring it; and, when so affixed, it may be attested by his signature. The Board may give general authority to any officer to affix the seal of the Society, if any, and to attest the affixing by such officer’s signature. (C) Upon completion of a three-year term or leave, the Secretary shall transfer to the successor Secretary all files containing documents pertaining to the Board and establish written acknowledgement of the transfer by January 15th following the election. (D) The Secretary shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary acts.

6.10 Treasurer.

(A) The Treasurer shall have custody of, and be responsible for, all funds and securities of the Society. (B) The Treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Society, and shall deposit all monies and other valuable property of the Society in the name and to the credit of the Society in such banks or depositories as the Board may designate. (C) Whenever required by the Board, the Treasurer shall render a statement of accounts. (D) The Treasurer shall at all reasonable times exhibit the books and accounts to any officer or director of the Society, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board, and such other duties as shall from time to time be assigned by the Board. (E) The Treasurer shall, if required by the Board, give such bond or security for the faithful performance of his/her duties as the Board may require, for which he shall be reimbursed.

6.11 General Powers as to Negotiable Paper.

The Board shall prescribe the manner of signature or endorsement of checks, drafts, notes, acceptances, bills of exchange, obligations, and other negotiable paper or other instruments for the payment of money and designate the officers or agents who are authorized to make, sign, or endorse the same on behalf of the Society.

6.12 Powers as to Other Documents.

(A) The Board may authorize any officer or agent to enter into any contract or execute or deliver any instrument in the name of the Society. Such authority must be in writing and may be general or confined to specific instances. (B) When the execution of any contract or instrument has been authorized without specifying the exact officers authorized to execute such contract or instrument, it may be executed on behalf of the Society by the President.

SECTION 7 INDEMNIFICATION AND INSURANCE.

7.1 Indemnification.

(A) The Society shall indemnify any director, any former director, any person who while a director of the Society may have served at its request as a director, officer, partner, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and may, by resolution of the Board, indemnify any officer, employee or agent against any and all expenses and liabilities actually and necessarily incurred by him or imposed on him in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which he may be or is made a party by reason of being or having been such director, officer, employee or agent; subject to the limitation, however, that there shall be no indemnification in relation to matters unless such person: (1) conducted himself in good faith; (2) believed in the case of conduct in his official capacity with the Society that his conduct was in the best interest of the Society; and in all other cases that his conduct was at least not opposed to the best interests of the Society; or (3) in the case of any criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful. Further, there shall be no indemnification in connection with a proceeding (1) by or in the right of the Society in which the individual was judged liable to the Society, or (2) in which improper personal benefit is charged. (B) The Society shall indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the Society, for reasonable expenses incurred by him in connection with the proceeding. (C) Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, employee or agent. The Society may pay for or reimburse the reasonable expenses in advance of final disposition of the proceeding provided that the provisions of § 13.1-878 of the Act, now or as amended from time to time, are met. (D) The provisions of Subsection 7.1 shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to acts occurring before or after adoption hereof. (E) The indemnification provided by this Subsection 7.1 shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled under any statute, bylaw, agreement, vote of the Board, or otherwise and shall not restrict the power of the Society to make any indemnification permitted by law.

7.2 Insurance.

The Board may authorize the purchase of and maintain insurance on behalf of any director, officer, employee, or agent of the Society against any liability asserted against or incurred by him which arises out of such person’s status in such capacity or who is or was serving at the request of the Society as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or otherwise, or out of acts taken in such capacity, whether or not the Society would have the power to indemnify the person against that liability under law.

7.3 Limitations.

In no case, however, shall the Society indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the “Code”). Further, if at any time the Society is deemed to be a private foundation within the meaning of § 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in § 4941(d) or 4945(d), respectively, of the Code. Moreover, the Society shall not indemnify, reimburse, or insure any person in any instance where such indemnification, reimbursement, or insurance is inconsistent with § 4958 of the Code or any other provision of the Code applicable to corporations described in § 501(c)(3) of the Code.

7.4 Validity.

If any part of this Section 7 shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.

SECTION 8 MISCELLANEOUS PROVISIONS.

8.1 Books and Records.

The Society must keep at its office for a minimum of three (3) years but for permanent books and records which must be retained indefinitely: correct and complete books and records of account; the activities and transactions of the Society, the minutes of the proceedings of the Board and any committees, and a current list of the members, directors, and officers of the Society and their residence addresses. Any of the books, minutes, and records of the Society may be in written form or in any other form capable of being converted into written form within a reasonable time.

8.2 Fiscal Year.

The Society’s fiscal year shall end on December 31.

8.3 Seal.

The Society’s corporate seal shall be circular in form, shall have the name of the Society inscribed thereon and shall contain the words “Corporate Seal” and “Virginia” and the year the Society was formed in the center, or shall be in such form as may be approved from time to time by the Board.

8.4 Checks, Notes, and Contracts.

The Board shall determine who shall be authorized from time to time on the Society’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidence of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.

8.5 Amendments.

(A) Articles of Incorporation. The Articles of Incorporation of the Society may be adopted, amended, or repealed in whole or in part by a majority vote of the voting members, the Regular and Associate Members, pursuant to the procedure outlined in § 13.1-886 of the Act, as now in effect or as may hereafter be amended. (B) Bylaws. These Bylaws may be amended, altered, or repealed, and new Bylaws may be adopted, with the approval of a majority of the voting members, the Regular and Associate Members.

SECTION 9 REFERENCES.

• Virginia Nonstock Corporation Act (the “Act”)
• State Corporation Commission
• Amended and Restated Articles of Incorporation of the Society of Afghan Engineers.
• The Society of Afghan Engineers Governance Task Force Charter
• The Society of Afghan Engineers Finance Task Force Charter

CERTIFICATION

I certify that the foregoing Bylaws of The Society of Afghan Engineers were adopted by the Board of Directors on April 25, 2024 and were duly approved and adopted by the Members on August 5, 2024. I further certify that acknowledging Members approval the Board of Directors resolved on August 29, 2024 that these Bylaws will be effective September 1, 2024.

Name: Jalal Masumi
Title: President
Date: August 30, 2024
Signature: [Signed in Original]