OUR BYLAWS

ARTICLE 1.  ORGANIZATION COMPOSITION AND GENERAL POWERS

1.1.       Name

1.1.1     This Chapter.  The name of this organization is AIA Akron, a Chapter of The American Institute of Architects

1.1.2     Related Institute Organizations.  In these Bylaws the above named Chapter is referred to as this Chapter; the governing Board of this Chapter as the Executive Committee; the Architects Society of Ohio as the State Organization; The American Institute of Architects as the Institute; and the Board of Directors of the Institute as the Institute Board.

1.2        Objects and Powers

1.2.1     Objects.  The objects of this Chapter shall be to promote and forward the objects of The American Institute of Architects within the territory of this Chapter, which are to organize and unite in fellowship the members of the architectural profession; to promote the aesthetic, scientific and art of planning by advancing the standards of architectural education, training and practice, to coordinate the building industry and the profession of architecture to insure the advancement of the living standards or people through their improved environment; and to make the profession of ever-increasing service to society.

1.2.2     Powers.

    1. Within the territory assigned to it, this Chapter will represent and act for the Institute under a charter issued to it by the Institute Board.  The Institute and this Chapter may act as agent or otherwise, one for the other, or they may delegate such agency or otherwise to a third party, for the purpose of collecting and forwarding dues, acting as custodian of funds, or otherwise; provided that the Institute Board and this chapter execute a written agreement to that effect.
    2. No act of this Chapter shall directly or indirectly nullify or contravene any act or policy of the Institute.
    3. This Chapter shall cooperate with the State Organization and the Regional Organization to further the interests of the Institute, and by agreement with these organizations, may represent and act for them within the territory of this Chapter.
    4. This Chapter may establish professional affiliate, student affiliate, nonresident and honorary membership categories, under conditions set forth in these Bylaws.
    5. .This Chapter may levy and collect annual dues from its assigned members, associate members, professional affiliates, and student affiliates.
    6.  This Chapter may establish Sections of this Chapter when approved by the Institute Board.
    7. This Chapter may establish and sponsor student chapters in schools of architecture located within the territory of this Chapter, under conditions established by the Institute Board, which conditions shall be set forth in these Bylaws when such student chapters are established by it.

1.3        Organization

This Chapter is a nonprofit membership corporation duly incorporated on the 16th day of September, 1968, under and by virtue of the provisions of Section 1701.01 Et. Seq. of the Corporation Laws for Non Profit Corporation, Ohio Revised Codes of the State of Ohio and is a successor to the Akron Area Architects, a section of the Eastern Ohio Chapter, The American Institute of Architects.  This Chapter was duly chartered by the Institute on the 7th day of June, 1968.

1.4        Territory

The territory within which this Chapter shall represent and act for the Institute is that described in its charter or otherwise prescribed by the Institute.  The territory of this Chapter is described as follows:  the eleven counties within the State of Ohio as so named – Belmont, Carroll, Harrison, Holmes, Jefferson, Medina, Portage, Stark, Summit, Tuscarawas and Wayne – and as indicated on the map attached to these Bylaws.

 

ARTICLE 2       MEMBERSHIP

2.1        Members:  General Provisions

2.1.1     Classes of Membership.  The members of this Chapter shall consist of the Architect members and Associate members who have been assigned to membership in this Chapter by the Institute, or who have been admitted to membership in this Chapter, as provided in Paragraph 2.3 and of the professional affiliates, student affiliates, and honorary members, it may admit as provided in Paragraph 2.4 and 2.5.

2.1.2     Definitions.  In these Bylaws, Architect members and Associate members who have been assigned to membership in the Chapter are referred to as “assigned members”.  The term “unassigned member” shall refer to Institute members and associate members other than assigned members.  The term “affiliate” shall refer to professional affiliates, student affiliates and honorary members.  The term “member”, if not otherwise qualified, shall refer to all classes of membership in this chapter.

2.1.3     Qualifications.  This Chapter shall not establish qualifications in addition to, or which very from, the Institutes policies for membership

2.1.4     Nonresident Status.  Nonresident status shall be provided for members who apply for such status because of their intended absence from the United States for at least 18 consecutive months.  Nonresident members shall have the same rights and privileges as other members in the same category, except that the Chapter may lower dues and/or assessments for such members as provided in Article 7.

2.1.5     Enrollment of Members.  Every member assigned to or admitted by this Chapter shall be duly notified to that effect by (the Institute and) this Chapter, and shall be enrolled by the Secretary as a member of this Chapter without requiring payment of an admission fee, and such membership shall be announced at the next regular meeting of this Chapter and in its next official publication.

2.1.6     Annual Dues and Assessments.  Every member of this Chapter shall pay the fixed annual dues and assessments of this Chapter as determined in Article 7.

2.1.7     Resignations.  Any member admitted to this Chapter other than an assigned member, may resign from this Chapter; provided that such member present a resignation in writing to the Secretary and is in good standing at the time of resignation.  If the Secretary finds the member qualified to resign, the resignation shall be effective as of the date the letter of resignation was received by the Secretary.

2.2 Assigned Members

2.2.1     General.  The qualifications, rights and privileges of assigned (Architect and Associate) members shall be as provided in the Institute Bylaws.

2.2.2     Action on applications.  Whenever an application for membership in the Institute and assignment to the Chapter is filed with this Chapter, the Executive Committee shall examine and act thereon within thirty calendar days after the date the application was filed with it, and shall certify such action to the Institute Secretary.

2.2.3     Transfers.  The Executive Committee shall not delay or impede the transfer of any assigned member of this Chapter in good standing who has applied for admission to another chapter of the Institute.

2.2.4     Admission Fees Prohibited.  An assigned member shall not pay any admission or initiation fee for membership in this Chapter.

2.2.5     Termination.  Each assigned member of this Chapter shall remain a member of it until such membership in the Institute is terminated or is reassigned by the Institute to another chapter.  Associate membership shall ipso facto be terminated on January 1 of the year following receipt by an Associate  member of an initial license to practice architecture.  

2.2.6     Members Emeriti.  Any member who has been granted member emeritus status in accordance with the Institute Bylaws shall ipso facto be a Member Emeritus of this Chapter.  All rights, interest, privileges, titles, liabilities and obligations, other than the payment of regular and supplemental dues, shall remain unchanged.

2.2.7     Associate Members.  Qualifications.  Associate members shall include:

    1. Those without architectural licenses from a U.S. licensing authority who are employed under the supervision of a licensed architect in a professional or technical capacity directly related to the practice, or
    2. Those without architectural licenses who have degrees in architecture, environmental design, building technology, planning, urban design, interior design, etc., or
    3. Those who are without architectural licenses from a U.S. licensing authority and who are faculty members in university programs in architecture actively involved in research, administration or the teaching of architecture, or
    4. Those without architectural licenses who are eligible by experience and age employed, enrolled or participating in circumstances recognized by licensing authorities as constituting credit toward architectural registration, or
    5. Those who have an architectural license or the equivalent from a non-U.S. licensing authority and demonstrate honorable standing in the profession in the locale in which they are licenses.  Such persons may be residing within or outside the U.S.

2.2.8     Associate Members.  Rights and Privileges.  Associate members in good standing:

    1. May use the title “Associate Member of The American Institute of Architects” or “Associate AIA” and may wear a silver AIA pin, but shall not be permitted to use the gold AIA pin, the AIA emblem or the title “AIA Associate” or “AIA” as a suffix to their names.
    2. May serve as voting members on chapter and state boards, provided that associate members may hold no more than two seats or one-third of the total seats, whichever number is greater, or such boards;
    3. May speak on and vote in chapter, state and regional meetings on business matters and in elections on all issues except dues for Institute members;
    4. May be appointed as members of committees at all levels of the Institute;
    5. May serve as chapter delegates to state, regional, and national AIA conventions but may not constitute more than one-third of any component  delegation to such conventions; but shall not be counted in determining a chapter’s delegate strength for conventions;
    6. Shall be eligible to participate in all Institute group insurance, retirement, and other benefit programs on the same basis as Institute members;
    7. Shall not be eligible to serve as a national officer, national director, component officer, or to chair a national committee.

2.3        Unassigned Members

2.3.1     Admission.  The Executive Committee, without action by the Institute, shall admit to unassigned membership in this Chapter any Architect or Associate member assigned to another chapter, provided that such members applies for such membership in writing directly to the Executive Committee in the manner prescribed by it.

2.3.2     Rights and Privileges.   As unassigned member shall be subject to all regulations and shall have all rights in this Chapter of an assigned member, except that an unassigned member shall no hold any office or directorship in this Chapter, vote at any of its meetings on matters described in Paragraph 4.3.4, nor represent its members as a delegate or otherwise at any meeting of this Institute.

2.3.3     Termination.  An unassigned member shall remain a member of this Chapter until such membership in the Institute is terminated or until such member resigns in accordance with Paragraph 2.1.7.  The Executive Committee may terminate membership in this Chapter for indebtedness to it.

2.4        Affiliate Members

2.4.1     Admission.    Every application for admission to affiliate membership in this Chapter shall be made to the Executive Committee and shall be promptly acted upon by the Executive Committee.

2.4.2     Transfers.  Any affiliate in good standing who has a change of residence or place of business or employment from the territory of this Chapter to the territory of another chapter may be transferred to the other chapter by the Executive Committee; provided that the applicant applies for the transfer in writing and that the Executive Committee of this Chapter and of the other chapter mutually agree to the transfer.  Under similar circumstances, affiliates transferred from other chapters may be admitted to this Chapter by the Executive Committee without examination; provided that each thereof files a written application for affiliate membership, as the case may be, and makes the payments required of an applicant.

2.4.3     Admission Fees Prohibited.  An affiliate member shall not pay any admission or initiation fee for membership in the Chapter.

2.4.4     Termination.  Affiliate memberships shall be terminated by the death or resignation of an affiliate; shall ipso facto be terminated by admission to or becoming eligible for Architect or Associate membership, and may be suspended or terminated for unprofessional conduct as provided in Article 10 or for indebtedness as provided in Paragraph 7.4.  Student affiliates shall be automatically transferred to the professional affiliate classification by the Executive Committee whenever they become eligible for the classification.

2.4.5     Professional Affiliates:  Qualifications.  Professional affiliates are non-architects, registered to practice their profession where such requirements exist, with established professional reputations.  Professional affiliates may include engineers, planners, landscape architects, sculptors, muralist and other artists; professionals in government, education, industry research and journalism, and other professionals whose work is related to the practice of architecture.

2.4.6     Professional Affiliates:  Rights and Privileges.  Professional affiliates in good standing:

    1. May serve as a member of any committee of this Chapter that does not perform any duty of the Executive Committee.
    2. May attend and speak but may not make motions nor vote at any meeting of this Chapter except on dues and assessments for professional affiliates;
    3. Shall not be eligible to serve as an officer or director or to chair a committee of this Chapter;
    4. May not use the initials AIA or the phrase The American Institute of Architects alone or otherwise nor the seal, symbol or insignia of this Chapter or the Institute.

2.4.7     Student Affiliates:  Qualifications.   Student affiliates shall be undergraduate or postgraduate students of architectural schools or secondary school students within the territory of this Chapter.

2.4.8     Student Affiliates:  Right and Privileges.  Student affiliates in good standing:

    1. May serve as a member of any committee of this Chapter that does not perform any duty of the Executive Committee or that is not involved with formal or informal charges of unprofessional conduct;
    2. May attend and speak but may not make motions nor vote at any meeting of this Chapter (on matters set forth in Paragraph 4.3.3);
    3. Shall not be eligible to serve as an officer or director or to chair a committee of this Chapter;
    4. May use the title “Student Affiliate Member of the Akron Chapter, AIA” which title shall not be changed by further abbreviation, amplification or otherwise, nor shall the words “Affiliate Member” be printed in smaller type than the remainder of the title, but may not use the initials AIA nor the phrase The American Institute of Architects alone or otherwise except as prescribed above, nor the seal, symbol or insignia of this Chapter or the Institute.

2.5        Honorary Members

2.5.1     Qualifications.  A person of esteemed character who is not eligible for membership in the Institute of this Chapter but who has rendered distinguished service to the profession of architecture or to the arts and sciences allied therewith within the territory of this Chapter may be admitted to honorary membership in it as an Honorary Member.

2.5.2     Nomination and Admission.  A person eligible for honorary membership may be nominated therefore by any member of the Executive Committee.  The nomination must be in writing over the signature of the nominator and include the name of the nominee, biography, a history or attainments, qualifications for the honor and the reason for the nomination.  The Executive Committee, at any of its regular meetings, after the nomination of a person for honorary membership, may admit such person as an honorary member.  Nor more than one (1) honorary member shall be elected in any one calendar year.

2.5.3     Rights and Privileges.  An honorary member of this Chapter:

    1. Shall not pay any admission fee or annual dues to this Chapter, nor be subject to any assessment levied by it, nor have any interest in its property or liabilities;
    2. May attend, and on the invitation of the president officer, may speak and take part in the discussions, but may not make motions nor vote at any meetings of this Chapter;
    3. Shall not be eligible to serve as an officer or director or to chair a committee of this Chapter, nor serve on any of its committees.
    4. May use the title “Honorary Member of the Akron Chapter, AIA,” which title shall not be changed by further abbreviation, amplification or otherwise, nor shall the words “Honorary Member” be printed in smaller size type than the remainder of the title, but may not use the initials AIA nor the phrase The American Institute of Architects alone or otherwise except as prescribed above, nor the seal, symbol or insignia of this Chapter or the Institute.

 

ARTICLE 3       CHAPTER REPRESENTATION IN RELATED INSTITUTE ORGANIZATIONS.

3.1        The Institute

3.1.1     Delegates to Institute Meetings.  The assigned members in good standing in this Chapter shall select the number of member delegates they are entitled to have represent them at meetings of the Institute from among the assigned members of this Chapter in the number prescribed in the Institute Bylaws.

3.1.2     Representation.  This Chapter and its members shall be represented at meetings of the Institute as provided in the Institute Bylaws.

3.1.3     Nominations for Institute Directors.  Whenever the office of directorship for the region within which the Chapter is located is about to become vacant, the Executive Committee, or the Chapter in meeting assembled, may select a nominee or nominees for the office and transmit the nominations to the Institute Secretary within the period of time fixed by the Institute Secretary.  Nominations for directors may also be made by petition containing the signatures of not less than ten members in good standing who are assigned members of chapters in the regions.

3.1.4     Elections of Institute Directors.  Elections of directors shall be held in accordance with the Institute Bylaws.

3.1.5     Reports.  The Secretary shall furnish the Institute with such reports as may be required from time to time; shall, at least annually, furnish the Institute Secretary with the names and addresses of all officers and assigned members of this Chapter required to keep the Institute’s records up-to-date and complete; and, shall periodically report all resignations, requests for transfers or defaults of its assigned members.

3.2        Regional Organizational

3.2.1     Nominations for Director of Region.  Whenever the office of directorship for the region within which the Chapter is located is about to become vacant, the Executive Committee, or the Chapter in meeting assembled, or the duly appointed representatives of the Chapter or a regional association or council shall select a nominee or nominees for the office, and transmit the nominations to the Secretary of the State Organization.

3.2.2     Reports.  The Secretary shall furnish the regional director with such reports as may be required from time to time.

3.3        State Organization

3.3.1     Delegates to State Organization Meetings.  The assigned members in good standing of this Chapter shall select delegates to represent them at meetings of the State Organization from among the assigned members of this Chapter in the number prescribed in the Bylaws of the State Organization.

3.3.2     Representation.  This Chapter shall have representation in the State Organization as provided in the bylaws of the State Organization.

3.3.3     Representatives.  At the annual meeting of this Chapter, the assigned members in good standing shall elect one representative, as may be required by the State Organization Bylaws, to represent the members of this Chapter in the State Organization for a term of three (3) years.  A representative shall be elected from the assigned members only.  One alternate representative shall be elected, who shall serve in the absence of the elected representative.

3.3.4     Nominations and Elections.  Nominations and elections of representatives shall be made at the same time and in the same manner as for the officers and directors of this Chapter.

3.3.5     Duties of Representatives.  Representatives of (the members of) this Chapter shall act for and in its behalf in all matters that may properly come before the State Organization.

3.3.6     Term of Representatives.  Each representative shall serve the term of three (3) years, or until a successor is elected or appointed.  The Executive Committee shall name the alternate representative as the successor of a representative for the unexpired term created by the resignation or incapacity of any representative.

3.3.7     Expenses of Representatives.  Unless otherwise provided in the State Organization Bylaws, the expenses of representatives, in an amount to be determined and approved by the Executive Committee shall be defrayed in an amount not to exceed the actual hotel and necessary traveling expenses to the State Organization meetings.

3.3.8     Reports.  The Secretary shall furnish the State Organization with such reports as may be required from time to time; shall, at least annually furnish the Secretary of the State Organization with the names and addresses of all officers, directors and members of this Chapter required to keep the State Organization’s records up-to-date and complete; and shall periodically report all resignations, suspensions, expulsions or defaults of its members.

3.3.9     Dues to the State Organization.  Each member of this Chapter shall pay annual dues and assessments levied by the State Organization in the amounts and at the times required by it for its support, in addition to Chapter dues and assessments.  The Secretary may collect and forward such annual dues and assessments to the State Organization Treasurer, under conditions set forth in the Bylaws of the State Organization.

 

ARTICLE 4 MEETINGS

4.1        Meetings

4.1.1     Annual Meeting. This Chapter shall hold an annual meeting during the month of October, for the purpose of nominating and electing the officers, directors, and representatives to the State Organization to succeed those whose terms are about to expire; for receiving the annual reports of the Executive Committee; and for the transaction of such other business as may be appropriate.

4.1.2     Regular Meetings.  This Chapter shall hold regular meetings on the fourth Tuesday of the month at least four times per year.

4.1.3     Special Meetings.  A special meeting of this Chapter may be called by a meeting of this Chapter, or by the Executive Committee, or by a written petition to the Executive Committee signed by not less than 25 percent of the total number of this Chapter’s assigned members in good standing, provided that the purpose of such meeting is set forth in the meeting notice.  No other business than that specified in the call and notice of the special meeting shall be transacted thereat, and all rules and procedures at the meeting shall be the same as those for an annual meeting.

4.2        Notice; Quorum; Minutes

4.2.1     Notices and Calls of Meetings.  A notice of each meeting of this Chapter, stating the time and place thereof, shall be served by the Secretary on every member, by mailing it to the address of such member on file with the secretary.  The notice of each regular meeting, and the call and notice of each special meeting, shall be served at least seven (7) calendar days before the date fixed for the meeting, unless a longer notice shall be required by law, and the time of serving shall be deemed to be the date on which the notice or the call and notice was mailed prior to the meeting.

4.2.2     Quorum at Meetings.  A quorum shall be necessary for the transaction of any business at a meeting of this Chapter. Unless otherwise required by law, a quorum shall be 20 percent of the total number of assigned members of this Chapter, or three (3) such members, whichever is the greater number.

4.2.3     Minutes of Meetings.  Written minutes of every meeting of this Chapter, recording the matters before the meeting and every action taken thereat, shall be kept by the Secretary in the Book of Minutes of this Chapter.  The minutes of each meeting shall be signed by the Secretary and approved at a subsequent meeting of this Chapter.

4.3        Decisions at Meetings; Eligibility for Voting

4.3.1     Majority Vote.  Every decision at a meeting shall be by a majority vote of those present and eligible to vote, unless otherwise required by these Bylaws.

4.3.2     Roll Call Vote.  A roll call vote shall be taken whenever one-third of the voting members present shall so require.

4.3.3     Proxies.  Unless otherwise required by law, there shall be no voting by proxy at a meeting of this Chapter, except that any vote may be taken by mail ballot as provided in Paragraph 4.5.2.

4.3.4     Limitations on Voting Eligibility.  Only assigned members in good standing may vote on the following matters:

    1. Amendments to these Bylaws relating to assigned members;
    2. Matters so designated elsewhere in these Bylaws;
    3. Elections of Chapter officers and directors; Institute Directors; delegates to meeting of the Institute and the Regional and State Organization; and representatives to the State Organization;
    4. Instructions to delegates;
    5. Any matters relating to membership, such as passing on admission of applicants;
    6. Chapter dues and assessments of assigned members, except that voting on dues and assessments for Institute members shall be limited to Institute members;
    7. Other matters relating to the government, meetings, affiliations, budget and finances of the Institute and this Chapter;
    8. All other matters so ruled by the Chair, such rulings being reversible only by a two-thirds vote of the assigned members present and voting at the meeting.

4.4        Election of Officers and Directors

4.4.1     Nominations.  Nominations for each office and for each directorship of this Chapter about to become vacant shall be made at the annual meeting from the floor.  However, at a meeting of the Executive Committee held at least one month prior to the annual meeting, the Executive Committee may select a nominating committee to prepare and present to the members slates of candidates for officers and directorships.

4.4.2     Voting:  When Required.  If there is only one nominee for any office or directorship, the Secretary may be directed by the meeting to cast a ballot for the full number of votes of the meeting for the said nominee, whereupon the President shall declare the nominee to be elected by acclamation.  Otherwise the name of each nominee for each office and each directorship shall be placed by the secretary on ballots for the voting thereof by the meeting.  Such voting shall be by secret ballot in accordance with the procedures prescribed therefore by law and the provisions of paragraph 4.5.

4.5        Balloting Procedures.

4.5.1     Tellers.  Balloting shall be in charge of three (3) tellers appointed by the President, who shall be assigned members qualified to vote at the meeting, and who shall tally the qualified votes for each nominee, tabulate the results and immediately notify the Secretary thereof.

4.5.2     Mail Ballot.  Any vote that may be taken at a meeting of this Chapter, may be taken by direct mail ballot of the members of this Chapter, provided that the matters voted on have been introduced and discussed at a regular or special meeting of this Chapter.

4.5.3     Results.  The President shall announce to the meeting the results of all balloting and shall declare all elections.

4.5.4     Election.  The nominee for an office or directorship who received plurality of the ballots cast for the office or directorship shall be elected thereto.

4.5.5     Tie Votes.  In the event of a tie vote, the list of nominees for each office and each directorship in question shall be restricted to those involved in the tie, and the nominee receiving a majority in the runoff election shall be elected to the office.

 

ARTICLE 5  THE EXECUTIVE COMMITTEE

5.1        Membership of the Executive Committee

The Executive Committee shall consist of the officers, the past president, three directors, three special directors, an Associate liaison, and the ASO Director and alternate, each of whom shall be an assigned member of this Chapter.

5.2        Authority of Executive Committee

5.2.1     Powers.  The management, direction, control and administration of the property, affairs and business of this Chapter shall be vested in the Executive Committee, which shall exercise all authority, rights and powers granted to it by the State of Ohio and by these Bylaws.

5.2.2     Custodianship.  The Executive Committee shall be and act as the custodian of the properties and interests of this Chapter except those specifically placed by these Bylaws in the custody of or under the administration of the Treasurer.  Within the appropriations made therefore the Executive Committee shall do all things required and permitted by these Bylaws to forward the objects of this Chapter.

5.2.3     Awards.  As funds or other means become available, this Chapter may make awards to persons, firms, corporations, or associations for meritorious work in their respective fields within the territory of this Chapter.  Each award shall be bestowed for and on behalf of this Chapter by the concurring vote of all but one of the Executive Committee, after due consideration of the nominee and their work.  The token of each award shall be in the form of a medal, certificate, a scholarship or otherwise as the Executive Committee shall determine.

5.2.4     Delegations of Authority.  Neither the Executive Committee nor any officer or director of this Chapter shall delegate any of the authority, rights or power conferred by law or these Bylaws, unless such delegation is specifically prescribed or permitted by these Bylaws and is not contrary to law.

5.3        Terms of Office of Officer and Directors

5.3.1     Terms. The term of office of each officer, the immediate past president, special directors, and Associate liaison shall be one year, and each of the other directors, three years.  The latter terms shall be so arranged that normally only one thereof shall expire in any one year.  Each officer and director shall serve until a successor has qualified.

5.3.2     Vacancies.  If a vacancy occurs in the membership of the Executive Committee other than on account of the regular expiration of a term of office, the Executive Committee shall fill the vacancy for the unexpired term of office.

5.4        Meetings of the Executive Committee

5.4.1     Meetings Required.    The Executive Committee must actually meet in a regular or special meeting in order to transact business.

5.4.2     Regular Meeting of the Executive Committee.  The Executive Committee shall hold a regular meeting each month or at the same time and place last determined by it.

5.4.3     Special Meetings.  A special meeting of the Executive Committee shall be held if requested in writing by a majority of the members of the Executive Committee or at the call of the President.  The Secretary shall issue a written call and notice of each special meeting, stating the time, place and purpose of the meeting and the business to be transacted thereat, and only the business stated in the call and notice shall be transacted at the special meeting.

5.4.4     Office Pro tem.  In the absence of the President and Vice President, the Secretary, and the Treasurer, the Executive Committee shall elect from its membership chairman pro tem, a secretary pro tem, or a treasurer pro tem, as the case may be.  Each such officer shall serve until the regularly elected officer is able to act and during such period shall perform the duties and exercise the power and authority of the office.

5.5        Notices and Calls of Meetings.

5.5.1     Notice Required.  Every call or notice of a regular of special meeting of the Executive Committee shall be served not less than three days before the date fixed for the meeting.

5.5.2     Waiver of Notice.  Either the call and notice or any limitations as to the business to be transacted, or both, may be waived by the written consent of every member of the Executive Committee.

5.5.3     Irregularity in or failure of Notice.  Any irregularity in or failure of notice of a regular meeting of the Executive Committee shall not invalidate the meeting or any action taken thereat.

5.6        Quorum at Meetings; Decisions; Minutes

5.6.1     Quorum.  Seven (7) members of the Executive Committee shall constitute a quorum for the transaction of its business and, if a quorum is not present, those present may adjourn the meeting from day to day, or to a later date.

5.6.2     Decisions of the Executive Committee.  Every decision of the Executive Committee shall be by a concurring majority vote, unless otherwise required by these bylaws or by law.

5.6.3     Minutes.  Written minutes of every meeting of the Executive Committee, recording the members in attendance, the matters before the meeting and every action taken thereat shall be by the Secretary in the Book of Minutes of this Chapter.  The minutes of each meeting shall be signed by the President or other officer who presided at the meeting.

5.7        Reports of the Executive Committee

5.7.1     Report to Members.  The Executive Committee shall render a full report in writing to each annual meeting of this Chapter of the condition, interests, activities and accomplishments of this Chapter, making such recommendations with respect thereto as it deems proper.

5.7.2     Report to the Institute.  The Executive Committee or the Secretary shall make a written report to the Institute at such times as the Institute requests of the matters and in the form required by it.

 

ARTICLE 6       OFFICERS

6.1        Officers

The officers of this Chapter shall include a President, Vice-President/President-Elect, a Secretary and a Treasurer.

6.2        The President

6.2.1     Duties.  The President shall exercise general supervision over the affairs of this Chapter, except such thereof as are placed by these Bylaws or by the Executive Committee under the administration and supervision of the Secretary and the Treasurer, and shall preside at meetings of this Chapter and of the Executive Committee; shall sign all contracts and agreements to which the Chapter is a party; have charge of and exercise general supervision over the officers and employees of this Chapter; and shall perform all other duties usual and incidental to the office.

6.2.2     Authority.  The president shall act as spokesperson of this Chapter and as its representatives at meetings with other organizations and committees unless otherwise delegated by the Executive Committee.  The President shall not obligate or commit this Chapter unless the obligation or commitment has been specifically authorized by the Executive Committee.

6.3        The Vice-President/President-Elect

6.3.1     Duties.  The Vice-President/President-Elect shall possess all the powers and perform all the duties of the President in the event of the absence of the President or of the President’s disability, refusal, or failure to act and shall perform such other duties as are properly assigned by the Executive Committee or the President.

6.3.2     Succession.  The Vice-President/President-Elect shall succeed to the office of President upon expiration of the term of office of the President.

6.4        The Secretary

6.4.1     Duties.    The Secretary shall act as the recording and corresponding secretary and as secretary of meetings of this Chapter and of the Executive Committee; have custody of and shall safeguard and keep in good order all property of this Chapter, except property that is placed under the charge of the Treasurer; issue all notices of this Chapter; keep its membership roll; sign all instruments and matters that require the attestation or approval of this Chapter,  except as otherwise provided in these Bylaws; keep its seal, and affix it on such instruments as require it; prepare the reports of the Executive Committee and this Chapter; in collaboration with the President; have charge of all matters pertaining to the meetings of this Chapter; and shall perform all other duties usual and incidental to the office.

6.4.2     Delegation of Authority.  The Secretary may delegate to an assistant secretary or other assistant employed by this Chapter the actual performance of any or all duties as recording or corresponding secretary, but shall not delegate responsibility for the property of this Chapter, or the making of any attestation or certification required to be given by the Secretary, or the signing of any documents requiring the signature of the Secretary.

6.5        The Treasurer

6.5.1     Duties.  The Treasurer shall have charge and exercise general supervision of the financial affairs and keep the records and books of account of this Chapter; prepare the budgets, collect amounts due this Chapter, and give receipts for an have custody of its funds and monies and make all disbursements of funds; have custody of its securities and of its instruments and papers involving finances and financial commitments; conduct the correspondence relating to the office; and shall perform all duties usual and incidental to the office.

6.5.2     Reports.  The Treasurer shall make a written report to each annual meeting of this Chapter and a written report to each regular meeting of the Executive Committee.  Each of said reports shall set fort the financial condition of this Chapter, and its income and expenditures for the period of the report and the Treasurer’s recommendations on matters relating to the finances and general welfare of this Chapter.

6.5.3     Delegation of Authority.  The Treasurer shall not authorize any person to sign any order, statement, agreement, check or other financial instrument of this Chapter that required the signature of the Treasurer, unless such delegation is expressly permitted in these Bylaws.  The Treasurer may delegate to an assistant treasurer or other assistant employed by this Chapter the actual performance of any or all duties as Treasurer, but shall not delegate responsibilities for the property of this Chapter, or the signing of any document requiring the signature of the Treasurer.

6.5.4     Succession.  When a new Treasurer takes office, the retiring Treasurer shall turn over to the successor a copy of the closing financial statement and review all the records and books of account, and all monies, securities, and other valuable items and papers belonging to this Chapter that are in the Treasurer’s custody and possession.  The incoming Treasurer shall check the same and, if found correct, shall give the retiring Treasurer a receipt therefore and a complete release of the retiring Treasurer from any further liability.

6.5.5     Liability.  The Treasurer shall no be personally liable for any loss of money or funds of this Chapter or for any decrease in the capital, surplus, income or reserve of any fund or account resulting from any acts performed in good faith in conducting the usual business of the office.

6.5.6     Fidelity Bond.  The Treasurer and any assistant treasurer shall furnish and maintain a fidelity bond in favor of this Chapter in a sum which shall be fixed from time to time by the Executive Committee, but which shall not be less than 5,000 dollars.  Such bond shall be issued by a surety company satisfactory to the Executive Committee, and shall insure the full reimbursement to this Chapter by the surety company, in the event of death, resignation, or removal from office of the Treasurer, for any and all loss this Chapter may sustain of monies, funds, securities, negotiable instruments, or other personal property belonging to this Chapter that may have come into the hands or possession of the Treasurer, including that for which the Treasurer is responsible.

 

ARTICLE 7       DUES, FEES, ASSESSMENT AND FINANCES

7.1        Annual Dues

7.1.1     Amount of Annual Dues.  The Executive Committee by the concurring vote of all but one of its entire membership may fix, before the end of any fiscal year, the annual dues to be paid by each category of member for the immediately succeeding fiscal year.  Any change in the amount of annual dues requires the concurring vote of not less than two-thirds of the total number of its AIA members present at a regular chapter meeting.

7.1.2     Period of Annual Dues.  Dues shall be due and payable to this Chapter on the first day of each fiscal year.

7.1.3     Allocation of First Annual Dues.  If an assigned or affiliate member is admitted at any time during the first half of a fiscal year, the Treasurer shall allocate the entire annual dues as dues for the year of the admission; if such a member is admitted during the third quarter of the fiscal year, the Treasurer shall allocated an amount equal to one-half of the prepaid annual dues as dues for the year of admission; and if the member is admitted during the last quarter of the fiscal year, no amount is due for the remainder of the year of admission, and the new member will not be billed until the beginning of the dues cycle for the following fiscal year.

7.1.4     Individual Exemption from Payment of Dues.  A member of this Chapter who is exempted from the payment of dues to the Institute shall be exempted from payment of annual dues to this Chapter.

7.1.5     General Remission of Annual Dues.   This Chapter, by the concurring vote of not less than two-thirds of the total number of assigned members and affiliate members present at a meeting may remit for any fiscal year any part of the annual dues required to be paid by any class of member.

7.1.6     Individual Remission of Annual Dues.  The Executive Committee by the concurring vote of all but one of its members may, in exceptional instances and under exceptional circumstances and for what it deems adequate cause, remit the annual dues of any member in whole or in part for any year, and such remission may be made retroactive.

7.2        Assessments

7.2.1     Authority.  This Chapter, by the concurring vote of not less than two-thirds of the total number of the assigned institute members present at a meeting, may levy an assessment on its assigned Institute members; by the concurring vote of not less than two-thirds of the total number of its members may levy an assessment on its affiliate members.  The amount of the assessment on each member, respectively, in any fiscal year, shall not exceed 100 percent of the amount of the annual dues required to be paid by such member for that year.

7.2.2     Notice of Assessment.  Notice of the intention to levy an assessment stating the amount of and the reasons and necessity for the assessment, when it shall be payable, and the time within which it must be paid before a member will be in default for nonpayment, shall be mailed to every member not less than 30 days prior to the meeting of this Chapter at which the proposed assessment is to be voted on.

7.3        Default of Annual Dues and Assessments

7.3.1     Due Date for Annual Dues.  Every member who has not paid the entire amount for the required annual dues for the then current fiscal year on or before March 31st  shall be in default for the unpaid amount.

7.3.2     Due Date for Assessments.  Every member who has not paid the entire amount of the assessment on or before the date fixed for payment shall be in default for the unpaid amount.

7.3.3     Notice of Default to Member.  Every member who is in default to this Chapter shall be given thirty days notice in writing of impending termination because of said default.

7.3.4     Notice of Default to the Institute.  At the end of the 30-day grace period of each fiscal year (April 30th), and at such other times as the Institute requests, the Secretary of this Chapter shall send to the Institute Secretary a list of all assigned members in default to this Chapter, with the amount of each default.  When any such default is cured, the Secretary shall immediately notify the Institute Secretary.

7.4        Termination of Suspension for Default of Dues or Assessments.

7.4.1     Assigned Members.  If an assigned member is in default to this Chapter for nonpayment of dues and assessments at the end of the fiscal year, the Secretary or the Executive Committee shall so advise the Institute Secretary and request termination of that membership.

7.4.2     Unassigned Members and Affiliates.  If an unassigned member or affiliate member is in default to this Chapter for nonpayment of dues and assessments at the end of the fiscal year, such membership shall be suspended or terminated, provided that in all cases such member shall have been given written notice of impending suspension or termination at least thirty days prior to the effective date of such action, during which period the member shall remain in good standing and such default may be cured.

7.5        Finances

7.5.1     Budgets and Appropriations.  Prior to the beginning of every fiscal year, the Executive Committee by the concurring vote of two-thirds of its total membership shall adopt an annual budget showing in detail the anticipated income and expenditures of this Chapter for the immediately succeeding year, make annual appropriations and authorize the Treasurer to pay the authorized expenditures when due.

7.5.2     Financial Reviews.  Whenever a new treasurer is elected, and whenever the Executive Committee shall appropriate necessary funds, the books of the Treasurer and the rolls of this Chapter shall be reviewed by a third party or by a financial review committee comprised of Chapter members, no more than one of which is an associate member, as elected by the Executive Committee.  Each of said reviews shall be filed with the Executive Committee and a copy thereof shall be filed with the Treasurer and another copy with the Secretary of the Institute.

7.5.3     Fiscal Year.  The fiscal year of this Chapter shall be January 1st through December 31st.

 

ARTICLE 8       PROPERTY, RIGHTS AND PRIVILEGES

8.1        Acquisition of Property

8.1.1     Authority.  In order to carry on its affairs and exercise its powers this Chapter may acquire real and personal property for its own use, but shall not execute any chattel mortgage.

8.1.2     Gifts.  Only the Executive Committee shall have any right or authority to solicit or accept any gift, bequest or device for or on behalf of this Chapter; it shall not accept any gift, bequest or device if it will not promote the objects and purposes of this Chapter, or if it and its administration will place an undue financial or other burden of this Chapter.

8.2        Dividends Prohibited.

An unencumbered balance of income at the close of a fiscal year shall never be distributed as profits, dividends or otherwise to the members of this Chapter.

8.3        Institute Property Interests.

This Chapter shall not have any title to or interest in any property of the Institute nor be liable for any debt or other pecuniary obligation of the Institute.  The Institute shall not have any title to or interest in the property of this Chapter, and the Institute shall not be liable for any debt or other obligation of this Chapter.

8.4        Suspension of Interests, Rights and Privileges:  Good Standing Defined

A member is not in good standing in this Chapter and shall be under suspension if and while in default of dues or other obligations to either this Chapter or the Institute.  Immediately upon the suspension of a member, the member’s rights in this Chapter and the Institute are withdrawn until the member is restored to good standing

 

ARTICLE 9       COMMITTEES AND COMMISSIONS

9.1        Composition

The committees, their membership, term of office, and duties shall be as determined by the Executive Committee.  The membership, terms of office and duties of each committee shall be prescribed by the body that established it, but the Executive Committee may assign additional duties to any committee at any time.

9.2        Committee Members

The Chair of every committee shall be selected by the Executive Committee.  The members of every committee may be selected by the Executive Committee or by the Chair.

9.3        Reports

Every committee shall make an annual report to the Executive Committee at the close of its work, and at such times as the Executive Committee directs.

9.4        Commissions

This Chapter may establish commissions to act as supervisory and liaison agents of the Executive Committee for the committees of this Chapter.

 

ARTICLE 10      AFFILIATIONS AND ENDORSEMENTS

10.1      Affiliations with Other Organizations

This Chapter shall not form nor enter into any affiliations with any individual, but it may affiliate with any local organization of the construction industry operating within the territory of this Chapter that is not used or maintained for financial gain, price fixing or political purposes, if and while the objects of this Chapter will be promoted by such affiliation.

10.2      Agreements of Affiliation

Every affiliation must be authorized by the concurring roll call vote of not less than two-thirds of the entire membership of the Executive Committee and shall be evidenced by a written agreement executed by the Chapter and the affiliated organization; provided that the Executive Committee may collaborate with one or more organizations for any purpose to forward or maintain the objects or standing of this Chapter without such written agreement if the collaboration does not extend beyond one year.

10.3      Conditions of Affiliation

10.3.1   Statement of Purpose.  Every agreement of affiliation shall set out in full the purpose and objects of the affiliation, the terms and conditions under which it is entered into, the duration, the objects of the affiliate and the nature of its organizations, membership, government and operations.

10.3.2   Limitations.  It shall be a condition of every affiliation that the affiliated organization shall not have any voice in the affairs of this Chapter and that it shall not and cannot bind or obligate this Chapter to any policy in any manner by pronouncement or otherwise, unless the Executive Committee has duly and specifically voted to be so bound or obligated.

10.3.3   Termination.  Any affiliation may be terminated by the concurring roll call vote of not less than two-thirds of the entire membership of the Executive Committee, but the Executive Committee must give notice in writing to the affiliated organization of its intention to cancel and give it any opportunity to be heard in the matter, and a like provision pertaining to cancellation by the affiliated organization must be included in the agreement of affiliation.

10.4      Privileges of Affiliated Organizations

The representatives of an affiliated or collaborating organization may attend any of the regular meetings of this Chapter, and may speak thereat on invitation of the presiding officer.

10.5      Endorsements of Materials Prohibited

Neither this Chapter, nor the Executive Committee, any Chapter committee nor any of its officers, directors, committee members or employees, in an official capacity as such, shall approve, sponsor or endorse, either directly or indirectly, any material or construction or any method of manner of handling, using, distributing or dealing in any material or product.

 

ARTICLE 11      GENERAL PROVISIONS

11.1      Executive Office

The executive offices of this Chapter shall be located at a location designated by the Executive Committee.

11.2      Records Open to Members

The correspondence and the minute books, the Treasurer’s books or account and the Secretary’s records of this Chapter, except confidential matters relating to membership applications, and bestowal of honorary memberships, shall be open to inspection at the executive offices of this Chapter during the business hours fixed by the Executive Committee, by any member of this Chapter in good standing.

11.3      Parliamentary Authority

The rules contained in Robert’s Rules of Order Newly Revised shall supplement the rules and regulations adopted by this Chapter and shall govern this Chapter, the Executive Committee, and the Chapter committees in all cases in which the said Rules of Order are applicable and insofar as they are not inconsistent or in conflict with law, these Bylaws or the rules and regulations adopted by this Chapter or by the Executive Committee.

11.4      Counsel

The Executive Committee shall obtain the written opinion of counsel on all procedures concerning all agreements, and concerning any amendments to these Bylaws, before any such actions take effect.

11.5      Liability, Indemnification and Insurance

11.5.1   Liability.  In the absence of misconduct, fraud or bad faith, the present and former officers, directors and employees of this Chapter shall not be personally liable for its debts, obligations or liabilities.

11.5.2   Indemnification.  To the greatest extent authorized or permitted by law, this Chapter shall defend, indemnify and hold harmless any person from and against any and all liability, settlements, costs and expenses, including attorneys fees, actually and necessarily incurred in connections with or resulting from the defense or appeal of any civil or criminal action, suit or proceeding in which such person may become involved as a party, witness and otherwise by reason of such person’s position as a present or former officer, director or employee of this Chapter or in any other capacity at the request of this Chapter; provided that such person shall have acted in good faith for a purpose which he or she reasonably believed to be in the best interest of this Chapter; has discharged the duties of his or her position with that degree of diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances in like positions or has acted on the advice of counsel; and in criminal actions or proceedings, shall have had no reasonable cause to believe his or her conduct to be unlawful.

11.5.3   Insurance.  The executive Committee may authorize the purchase and maintenance by this Chapter of such insurance on behalf of the present and former officers, directors, employees and persons acting in any other capacity at the request of this Chapter as may protect them against any liability asserted against them in such capacity, whether or not this Chapter would have the power to indemnify such persons under applicable law.

 

ARTICLE 12      AMENDMENTS

 12.1      Amendments at Meetings of This Chapter

12.1.1   Notice of Proposed Amendments.  These Bylaws may be amended at any meeting of this Chapter, provided that a notice stating the purpose of each proposed amendment and the reason therefore and a copy of the proposed amendment are sent to every member eligible to vote on the amendment not less than thirty days prior to the date of the meeting at which the proposed amendment is to be considered.

12.1.2   Bylaws Relating to Assigned Members.  It shall require a vote of not less than two-thirds of the assigned members of this Chapter who are present at the meeting to amend a bylaw relating to such assigned members.

12.1.3   Other Bylaws Provisions.  It shall require a vote of not less than two-thirds of the members of this Chapter who are present at the meeting to amend other provisions of these Bylaws.

12.2.     Amendments by the Executive Committee

12.2.1   Conformity with Institute Bylaws.  The Executive Committee without action by a meeting of this Chapter, may amend any of these Bylaws as may be necessary for conformity with Institute Bylaws.  These Bylaws, and any amendments to them, shall be forwarded at the request of the Secretary of the Institute for review for conformity with Institute Bylaws.

12.2.2   Delegation of Authority.  The Executive Committee shall be authorized to amend specific provisions of these Bylaws if the power to do so has been delegated to it by a two-thirds vote of the members of this Chapter eligible to vote thereon.

 

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