CONSTITUTION

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ARTICLE I

Name - Location - Objectives

Section 1. The name of this association shall be "The Engineers Club of Omaha," and the permanent place for the transaction of the business of the Club shall be the City of Omaha, Nebraska.

Section 2. The primary objectives of the Club shall be the professional improvement of its members, the advancement of engineering in its several branches, the enhancement of the engineering profession in the opinion of the general public, and direction of efforts in the solution of public questions involving engineering and scientific interests and technical needs of the Greater Omaha community. In addition, the Club shall provide a forum for quasi-social interaction among its members.

Section 3. Among the means to be employed for the attainment of these objectives shall be monthly meetings for the presentation of professional papers and the discussion of scientific subjects, and cooperation with the civic organizations of non-political character along lines consistent with the objectives of the Club.

Section 4. This Club is not organized for profit and no capital stock shall be issued.

Section 5. This Club shall commence operations as a corporation on the date of its incorporation under the Laws of the State of Nebraska and its existence shall be perpetual.

ARTICLE II

Membership

Section 1. A member shall be a person who has been in active practice of engineering or architecture or following scientific or applied scientific pursuits for at least three years; or who is a graduate of a school of engineering, architecture, science or applied science of recognized standing; or who is the judgment of the Board of Directors is fully qualified to cooperate in the advancement of engineering interest, and whose membership will in the opinion of the Board of Directors prove of value to the Club.

Section 2. Members shall be admitted to the Club, and dismissed therefrom in accordance with such rules as may be prescribed by the By-Laws.

Section 3. No member of this Club shall at any time be personally liable for all or any part of the corporate debt.

Section 4. A life member shall be a member who has paid dues for 10 continuous years, is 65 years of age or older and is retired.

ARTICLE III

Officers and Their Duties

Section 1. The officers of the Club shall be composed of a seven member Board of Directors of which the Past President shall be one member.

Six directors shall be elected by the membership of the Club each year. A President, a Vice President, a Secretary, and a Treasurer shall be selected by the Board from the six elected directors provided, however, that the Secretary need not be an elected Director.

These officers shall be chosen in the manner prescribed by the By-Laws and shall hold their offices for one year, or until their successors are duly installed. Vacancies shall be filled by the Directors at the first meeting after they occur.

Section 2. The duties of the President, Vice President, the Secretary, and the Treasurer, shall be such as are customary for those officers and such as prescribed by the By-Laws.

ARTICLE IV

Board of Directors

Section 1. The club shall be administered by the Board of Directors, hereinafter generally referenced to as the Board. The Board shall be composed of the President, the Vice President, the immediate Past President, the Treasurer, the Secretary and two other elected Directors, but if the Secretaryship is at any time made an appointive office, the manner set forth by the By-Laws, the Secretary shall not be a member of the Board though he/she may sit with Board at its pleasure.

Section 2. It shall be the duty of the Board to consider all applications for membership, to audit all bills against the Club and direct payment of such as they shall approve, and generally administer the business of the Club, subject to the Constitution and By-Laws, and to such instructions as may be formulated from time to time by the Club.

Section 3. No action of the Board shall be taken without the affirmative vote of a majority of its members. All action of the Board shall be reported to the Club and entered upon its records.

ARTICLE V

Meetings -- Quorum

Section 1. The annual meetings of the Club will be held during the month of January. Other meetings may be held at any times as the Club may appoint. Meetings may be called at any time by the Board or by the President upon the request of three members of the club.

Section 2. At the annual meeting reports shall be presented by the Board through the President by the Secretary, Treasurer, and the various Committees of the Club. After the presentation of the annual reports, the newly elected officers will be installed.

Section 3. Ten percent of the qualified voting members shall constitute a quorum for the transaction of business, but a lesser number may meet and adjourn the Club to another time and enter such action on the records of the Club.

ARTICLE VI

Amendments

Section 1. Amendments of these Articles may be proposed by a two-thirds vote of the members present at any meeting of the Club, but no amendment shall be adopted until it shall be further ratified by two-thirds of the votes cast at a letter ballot to be conducted as prescribed in the By-Laws

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