Article 3 - Dues, Fees, & Assessments
Article 4 - Relationship to Other Organizations
Article 6 - The Executive Board
1.0 GENERAL PROVISIONS
1.0.1 Name. The name of this organization is AIA Charleston, A Section of the South Carolina Chapter of the American Institute of Architects, hereafter referred to as this Section. Except for reports to government and other instances requiring official identification, the commonly used name for this Section shall be AIA Charleston.
1.0.1.1 Related Institute Organizations. In these bylaws the governing board of this Section is referred to as the Executive Board, the South Carolina Chapter of the American Institute of Architects (AIA South Carolina) as the State Chapter, The American Institute of Architects is referred to as the Institute, and the Board of Directors of the Institute as the AIA Board.
1.0.2 Objects. The objects of this Section shall be to promote and forward the objects of The American Institute of Architects within the assigned territory of this Section. (AIA Bylaws Section 1.02 and 4.03)
1.0.3 Domain. The domain of this Section shall be that territory described in its charter or otherwise established by the State Chapter or the Institute. The territory of this Section is the Greater Charleston Area of South Carolina. This includes all the areas not served by the by-laws of AIA Hilton Head, AIA Florence, AIA Grand Strand and AIA Columbia.
1.0.4 Organization. This Section is a not-for-profit membership association established on the June 23, 1983.
1.0.5 Authority. This Section shall represent and act for the Institute membership within the territory assigned to it under a charter issued by the AIA Board. (AIA Bylaws Section 4.051) The Institute and this Section may act as agent, one for the other, or through a delegated third party, for the purpose of collecting and forwarding dues, acting as custodian of funds, or otherwise; provided that the Institute and this Section execute a written agreement to that effect.
1.0.6 Conformity with Institute Policy. No act of this Section shall directly or indirectly nullify or contravene any act or policy of the Institute. (AIA Bylaws Section 4.052 and 4.462) This Section shall cooperate with its State Chapter , State Organization, and regional organization to further the interests of the membership, and by agreement with these organizations may represent and act for them within the territory of this Section. (AIA Bylaws Section 4.13)
1.1 AFFILIATIONS WITH OTHER ORGANIZATIONS
1.1.1 Purpose of Affiliations. This Section may affiliate with any organization of the construction industry operating within the territory of this Section (or additional territory as determined by the Executive Board) that is not used or maintained for financial gain, price fixing or political purposes, if and while the objects of this Section and the Institute will be promoted by such affiliation.
1.1.2 Agreements of Affiliation. Every affiliation must be authorized by not less than two thirds vote of the Executive Board and shall be evidenced by a written agreement signed by the Section and the affiliated organization.
1.1.2.1 Statement of Purpose. Every agreement of affiliation shall state the purposes 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.
1.1.2.2 Limitations. No affiliated organization shall have any voice in the affairs of this Section and shall not bind or obligate this Section to any policy or activity unless the Executive Board has voted to be so bound or obligated, and evidenced such obligation by a written agreement signed by the Section and recorded as may be required.
1.1.2.3 Termination. Unless otherwise stated in the written agreement, affiliations shall be in effect for the period of one year from the date of agreement, and shall be terminated at the end of such time. The Executive Board may extend any affiliation by a vote as defined above. Any affiliation may be terminated by majority vote of the Executive Board upon such notice to the affiliated organization as may be required in the agreement of affiliation.
1.1.3 Privileges of Affiliated Organizations. The representatives of an affiliated or collaborating organization may attend any of the regular meetings of this Section, and may speak at the invitation of the presiding officer.
1.2 ENDORSEMENTS
Neither this Section, nor the Executive Board, any Section 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 public or private enterprise operated for profit, or any material of construction or any method or manner of handling, using, distributing or dealing in any material or product.
1.3 STATEMENTS OF PUBLIC POLICY
1.3.1 Interests of the Profession: The Executive Board may, when appropriate, represent the membership of this Section by the issuing of public statements on matters of Public Policy pertaining to the Profession or the construction industry, provided that the topic of Public Policy to be addressed is brought forth in a Regular or Special Meeting of the Membership, and if and while the statement and its public presentation promote the objects and interests of the profession, this Section, and the Institute.
1.3.2 Delegation of Authority: The Executive Board may, at its discretion, appoint a special committee to investigate such topics and propose a course of action to the Committee. Any such commission shall have a limited charge and duration, which shall not exceed a one year term.
1.3.3 Limits of Scope: No statement on matters of government affairs or public policy shall bind, obligate, or commit the Section or its membership to a specific course of action.
1.3.4 Approval: Any such statement issued by the Executive Board shall be duly read and approved through a roll call vote at a called meeting of the Executive Board.
1.3.5 Political Purposes Prohibited: Neither this Section, nor the Executive Board, any Section Committee, nor any officer, directors or members, in an official capacity as such, shall issue, approve, endorse, or sponsor any position on any candidates or campaigns for local, state, regional, or national public office.
See Sections 1.0.2, 1.0.6, 1.2, Article 5, and Sections 6.0.3, 6.4, and 6.6.
2.0 GENERAL PROVISIONS
2.0.1 Categories of Membership. The membership of this Section shall consist of:
a) the Architect and Associate members of the Institute who have been assigned to the Section (AIA Bylaws Section 4.14), or who have been admitted to unassigned membership in this Section, and
b) the allied and affiliate members the Section may admit as provided in Paragraphs 2.3.5 through 2.3.7.
2.0.2 Definitions. In these bylaws, Architect and Associate members who have been assigned to this Section by the Institute are referred to as "assigned members." The term “Architect” is defined by the laws of this state SCLLR. The term “Associate” is defined as career track architect having received a professional degree and is working as an intern. The term "unassigned member" shall refer to members assigned by the Institute to other Sections who have been admitted to membership in this Section pursuant to section 2.2 of these bylaws. The term "allied" shall refer to allied members, and the term "affiliate" shall refer to student and honorary affiliates. The term "member," if not otherwise qualified, shall refer to all persons in all classes of membership in this Section.
2.0.3 Qualifications. This Section shall not establish qualifications in addition to, or which vary from, the Institute's policies for membership. (AIA Bylaws Section 4.053)
2.0.4 Non-resident Status. Non-resident status shall be accorded to members who reside and have their principal place of business outside the territory of the Section and not in the territory of another section. Members who have applied for and been granted such status shall have the same rights and privileges as resident members in the same category, except that the Section may lower dues and/or assessments for such members as provided in Article 3.
2.0.5 Enrollment of Members. Every Institute member assigned to or admitted by this Section shall be duly notified to that effect by this Section, and shall be enrolled by the Secretary as a member of this Section. Membership for Architects only is mandatory for this section per the Institute member assignment. New memberships shall be announced at the next regular meeting of this Section and in the next issue of the Section's official publication. (AIA Bylaws Section 4.15)
2.0.6 Annual Dues and Assessments. Every member of this Section shall pay the fixed annual dues and assessments of this Section as determined in Article 3. (AIA Bylaws Section 3.15)
2.0.7 Resignations. Any member may resign from this Section by presenting a written resignation to the Secretary. The resignation of an assigned member, if the Secretary finds the member eligible to resign, shall be forwarded to the Institute and will be effective upon its receipt by the Institute. Other resignations shall be effective as of the date the letter of resignation was received by the Secretary. (AIA Bylaws Sections 2.081 and 2.084)
2.0.8 Good Standing Defined. A member is not in good standing in this Section if and while in default of dues or other obligations to either this Section, the Chapter, the State Organization, or the Institute. (AIA Bylaws Section 2.04)
2.0.9 Loss or Suspension of Interests, Rights and Privileges. A member who resigns, or is suspended or terminated by the Institute loses all rights in this Section and the Institute, including any right to use the Section's or Institute's name, initials, symbol, or seal, until the member is reinstated in good standing. Resignation, suspension or termination of membership does not relieve the individual of the obligation to pay any indebtedness owed to the Section. (AIA Bylaws Sections 2.04, 2.084-2.085)
2.1 ASSIGNED MEMBERS
2.1.1 General. The qualifications, rights and privileges of assigned Architect and Associate members shall be as provided in the Institute Bylaws. (AIA Bylaws Sections 2.02 and 4.055)
2.1.2 Action on Applications. Whenever an application for membership in the Institute and assignment to the Section is filed with this Section, the Secretary shall promptly complete the application and forward it to the State Chapter. Where the applicant is ineligible under AIA Bylaws, the State Chapter shall send a recommendation to the Institute Secretary to deny the application. (AIA Bylaws Section 2.052)
2.1.3 Admission Fees Prohibited. An assigned member shall not pay any admission or initiation fee for membership in this Section. (AIA Bylaws Sections 4.15, 4.32 and 4.463)
2.1.4 Termination. Assigned membership in this Section is terminated by the death of the member, resignation or termination of membership in the Institute, or reassignment of the member to another chapter. (AIA Bylaws Section 2.08).
2.1.5 Emeritus Members. A member who is granted Emeritus status in accordance with the Institute Bylaws shall automatically become an Emeritus member of this Chapter. (AIA Bylaws Section 2.31) All rights, interest, privileges, titles, liabilities and obligations of such members, other than the payment of regular and supplemental dues, shall remain unchanged. (AIA Bylaws Section 2.32)
2.2 UNASSIGNED MEMBERS
2.2.1 Admission. This Section, without action by the Institute, shall admit to unassigned membership any Architect or Associate member assigned to another section who applies for such membership in writing in the manner prescribed by the Executive Board.
2.2.2 Rights and Privileges. An unassigned member shall be subject to all regulations and shall have all rights in this Section of an assigned member, except that an unassigned member shall not vote on matters described in section 5.2.4 of these bylaws, nor represent this Section as a delegate or otherwise at any meeting of the Institute. (AIA Bylaws Section 2.074)
2.2.3 Termination. Unassigned membership in this Section is terminated by the death of the member and by resignation or termination of membership in the Institute. The Executive Board may terminate unassigned membership for indebtedness to the Section as provided in section 3.3.2.
2.3 ALLIED AND AFFILIATE MEMBERS
2.3.1 Admission. Every application for admission to allied or affiliate membership in this Section shall be promptly acted upon by the Executive Board.
2.3.2 Admission Fees. Every applicant for an allied or affiliate membership, except Honorary Affiliate members, shall pay an admission fee in an amount determined by the Executive Board as provided in section 3.0.2 of these bylaws. This fee is in addition to fees paid to other Sections or Chapters
2.3.3 Termination. Allied or Affiliate membership is terminated by the death or resignation of the member and by the admission or eligibility to be admitted as an assigned or unassigned member. The Executive Board may terminate the membership of an allied or affiliate member for indebtedness as provided in section 3.3.2 or, by two-thirds vote, for conduct detrimental to the interests of the Section.
2.3.4 Rights and Privileges of Allied and Affiliate Members. Allied members shall have the rights and privileges specified in the Institute Bylaws. Affiliates in good standing:
1) May serve as a member of any committee of this Section that does not perform any duty of the Executive Board;
2) May attend and speak but may not make motions or vote at any meeting of this Section;
3) Shall not be eligible to serve as an officer or director or to chair a committee of this Section;
4) May not in any way use the name, initials, seal, symbol or insignia of this Section or of the Institute. (AIA Bylaws 4.143).
2.3.5 Allied Members. Individuals not otherwise eligible for membership in the Institute or the Section may become Allied members if they have established professional reputations and are registered to practice their professions where such requirements exist, or are employed outside of architectural practice but are involved in positions allied to the field of architecture. Allied members may include engineers, planners, landscape architects, sculptors, muralists, artists, and others in government, education, journalism, manufacturing, industry and/or other fields allied to architecture who the Section believes will provide a meaningful contribution by reason of their employment or occupation. (AIA Bylaws 4.141)
2.3.6 Student Affiliates-Qualifications. Student Affiliates shall be undergraduate or post-graduate students of architecture schools, or secondary school students, within the territory of this Section. (AIA Bylaws 4.142)
2.3.7 Honorary Affiliates.
2.3.7.1 Qualifications. A person of esteemed character who is otherwise ineligible for membership in the Institute or this Section but who has rendered distinguished service to the profession of architecture, or to the arts and sciences allied therewith within the territory of this Section, may be admitted as an Honorary Affiliate member of this Section.
2.3.7.2 Nomination and Admission. A person eligible for Honorary Affiliate membership may be nominated by any member of the Executive Board. The nomination must be in writing over the signature of the nominator and include the name of the nominee, biography, a history of attainments, qualifications for the honor and the reasons for the nomination. The Executive Board, at any regular meeting, may admit a nominee as an Honorary Affiliate member.
2.3.7.3 Rights and Privileges. In addition to the rights and privileges set forth in paragraph 2.3.4 above, Honorary Affiliate members of this Section may use the title "Honorary Affiliate of AIA Charleston, A Section of the American Institute of Architects" or the title “Honorary Affiliate of the AIA Charleston Section”, and shall not pay any admission fee or annual dues nor be subject to any assessment.
Article 3 - Dues, Fees, and Assesments
3.0 ANNUAL DUES
3.0.1 Obligation to Pay Dues. All members except Emeritus members and Honorary Affiliate members shall pay annual dues within a period of time to be determined by the Executive Board, such date to be in agreement with the due date established by the Institute and published in the official publication of the Section at least thirty days prior to such date or the end of the preceding fiscal year, whichever is earlier.
3.0.2 Amount of Annual Dues (and Admission Fees). The Executive Board by one-quarter vote 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 (and the amount of admission fees required of allied or affiliate members).
3.0.3 Dues Upon Admission. A newly admitted assigned or allied or affiliate member shall pay full annual dues, except that those admitted during the last six months of the year shall pay one-half the annual dues in the year they are admitted.
3.0.4 Dues For Nonresident Members. Nonresident members may be eligible to pay reduced dues. The amount of the reduction shall be determined by the Executive Board pursuant to section 3.0.2.
3.0.5 General Waiver of Annual Dues and Admission Fees. This Section, by the concurring vote of not less than two thirds of the total number of assigned members present at a meeting, may waive for any fiscal year any part or all of the annual dues required to be paid by any membership class or any part of the admission fee required to be paid by allied or affiliate members. See Section 5.1 and 5.2 for requirements for Decisions at Meetings.
3.0.6 Hardship Dues Reduction. The Executive Board may, in exceptional circumstances, waive all or any part of the annual dues of any member. (AIA Bylaws Section 3.12)
3.0.7 Exemptions. Emeritus members and Honorary Affiliate members shall pay no dues or assessments to the Section. Emeritus members who wish to receive mailings from the Section shall pay a fee in an amount determined by the Executive Board pursuant to section 3.0.2.
3.1 ASSESSMENTS
3.1.1 Authority. This Section, by the concurring vote of not less than two thirds of the total number of Architect members present at a meeting, may levy an assessment on its Architect members, and by the concurring vote of not less than two thirds of the total number of its assigned members may levy an assessment on its Associate members and/or allied or affiliate members. The amount of the assessment on a member in any fiscal year shall not exceed fifty percent of the amount of the annual dues required to be paid by such member to the section for that year.
3.1.2 Notice of Assessment. Notice of the intention to levy an assessment stating the amount, the reasons for the assessment, and when it shall be payable, shall be mailed to every member not less than 30 days prior to the meeting of this Section at which the proposed assessment is to be voted on.
3.2 DEFAULT OF ANNUAL DUES AND ASSESSMENTS
3.2.1 Annual Dues. Every member who has not paid the entire amount of required annual dues for the then current fiscal year when due shall be in default for the unpaid amount.
3.2.2 Assessments. Every member who has not paid the entire amount of an assessment on or before the date fixed for payment shall be in default for the unpaid amount.
3.2.3 Notice of Default to Member. Every member who is in default to this Section shall be given thirty days' notice in writing of impending termination because of said default.
3.3 TERMINATION OR SUSPENSION FOR DEFAULT OF DUES OR ASSESSMENT
3.3.1 Assigned Members. At appropriate intervals, as determined by the Executive Board, the Secretary of this Section shall send to the State Chapter a list of all assigned members in default to this Section with the amount of such default and request termination of those memberships. When any such default is cured, the Secretary shall immediately notify the Executive Director of the State Chapter.
3.3.2 Unassigned Members and Allied or Affiliates. If an unassigned member or allied or affiliate member is in default to this Section for nonpayment of dues and assessments, such membership shall be suspended or terminated, provided that in all cases such member shall have been given a 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.
Article 4 - Relationship To Other Institute Organizations
4.0 THE INSTITUTE
4.0.1 Delegates to Institute Meetings. The State Chapter shall select delegates to represent the membership at meetings of the Institute as prescribed in the Institute Bylaws (AIA Bylaws Section 5.213):
4.1 REGIONAL ORGANIZATION
4.1.1 Section Representation in Regional Organization. This Section, as part of the State Chapter shall participate in the Regional Organization in the manner provided in the bylaws of that organization.
4.2 STATE ORGANIZATION
4.2.1 Delegates to State Convention. The members in good standing of this Section shall be represented at meetings of the State Organization by delegates selected from among the assigned members of this Section in the number prescribed in the Bylaws of the State Organization as follows:
4.2.1.1 Selection of Delegates. Delegates to meetings of the state organization shall be selected from among the assigned members of this Section by the Executive Board.
4.2.2 Representation on State Organization Board. The President or another member appointed by the Executive Board shall be a representative of the members of this Section in the State Chapter. At the annual meeting of this Section, the members in good standing of this Section shall elect one or more additional representatives, as may be required by the State Chapter bylaws, to represent the members of this Section in the State Chapter.
4.2.3 Nominations and Elections. Nominations and elections of Section representative(s) to the State Chapter board shall be made at the same time and in the same manner as for the Officers and Directors of this Section.
4.2.4 Term of Representatives. Each representative shall serve for the term of one year, or until a successor is elected or appointed. The Executive Board shall name the successor of a representative for the unexpired term created by the resignation or incapacity of any representative except that the Vice President shall serve in the case of resignation or incapacity of the President.
5.0 REGULAR, ANNUAL AND SPECIAL MEETINGS
5.0.1 Annual Meeting. This Section shall hold an annual meeting during the month of November, for the purpose of nominating and electing officers and board directors and representatives to the State and Regional Organization to succeed those whose terms are about to expire; for receiving the annual reports of the Executive Board and the Treasurer; and for the transaction of such other business as may be appropriate.
5.0.2 Regular Meetings. This Section shall hold regular meetings monthly or as determined by the Executive Board. The schedule of such meetings shall be announced in the Section’s official publication in the first issue of the new year.
5.0.3 Special Meetings. A special meeting of this Section may be called by the President or the Executive Board and shall be called by the President at the written request of not less than ten percent of the total number of this Section's members in good standing. No other business than that specified in the notice of the special meeting shall be transacted, and all rules and procedures at the meeting shall be the same as those for an Annual Meeting.
5.1 NOTICE, QUORUM, MINUTES FOR SECTION MEETINGS
5.1.1 Notice of Section Meetings. A notice of each meeting of this Section, stating the date, time and place where the meeting will be held, shall be served by the Secretary on every member, personally or by mailing it to the address on file with the Secretary, or by such additional means as may be approved in advance by the Executive Board.. Notice of each meeting shall be given not less than seven calendar days before the date fixed for the meeting.
5.1.2 Quorum at Meetings. At any meeting of this Section, twenty-five percent of the membership entitled to vote shall constitute a quorum for the transaction of any business. The members present may adjourn the meeting despite the absence of a quorum.
5.1.3 Minutes of Meetings. Written minutes of every meeting of this Section, recording the matters considered at the meeting and the actions taken, shall be kept by the Secretary. The minutes of each meeting shall be signed by the Secretary after they are approved at a subsequent meeting of the Section and thereafter filed in the Section's records.
5.2 DECISIONS AT MEETINGS, ELIGIBILITY FOR VOTING
5.2.1 Majority Vote. Every decision at a Section meeting shall be by a majority vote (2/3) of those members in good standing who are present and voting, unless otherwise required by law or these bylaws.
5.2.2 Roll Call Vote. A roll call vote shall be taken at the call of the presiding officer or whenever twenty-five percent of the voting members present so request.
5.2.3 Proxies. Unless otherwise required by law, there shall be no voting by proxy at a meeting of this Section.
5.2.4 Limitations on Voting Eligibility. Only assigned members in good standing may vote on the following matters: (AIA Bylaws Sections 2.074 and 4.055)
1) Matters so designated elsewhere in these bylaws;
2) Elections of Institute Directors; delegates to meetings of the Institute and the Regional and State Organization, as permitted under the bylaws of the respective organization;
3) Instructions to delegates;
4) Any matters relating to membership;
5) Voting on dues and assessments for Architect members shall be limited to Architect Members;
6) Other matters relating to the government, meetings, affiliations, budget and finances of the Institute;
5.2.5 Mail Ballot. Any vote that may be taken at a meeting of this Section may be taken by direct mail ballot of the members of this Section, provided that the matters voted on have been introduced and discussed at a regular or special meeting of this Section.
Article 6 - The Executive Board
6.0 AUTHORITY OF EXECUTIVE BOARD
6.0.1 Powers. The business of this Section shall be managed by the Executive Board, which shall be composed of the officers and directors of this Section and shall exercise all authority, rights and powers granted to it by the laws of the State of South Carolina, and by these bylaws.
6.0.1.1 Custodianship. The Executive Board shall be and act as the custodian of the properties and interests of this Section 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 Board shall do all things required and permitted by these bylaws to forward the objects of this Section.
6.0.2 Delegation of Authority. Neither the Executive Board nor any officer or director of this Section 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.
6.0.3 Freedom from Commitments. No committee, commission, officer, director, member, employee or agent of this Section shall initiate or carry on any activity that may commit the Section to an expense, policy or activity until the matter shall have been reviewed and approved by the Executive Board.
6.1 ELECTION OF OFFICERS AND DIRECTORS
6.1.1 Nominations. Nominations for each office and for each directorship of this Section about to become vacant shall be made at the annual meeting from the floor. However, at a meeting of the Executive Board held at least one month prior to the annual meeting, the Executive Board may select a nominating committee to prepare and present to the members a slate or slates of candidates for offices and directorships.
6.1.2 Elections. The nominee for an office or directorship who receives a majority of the ballots cast at the Annual Meeting shall be elected thereto. 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 that nominee, whereupon the presiding officer 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 voting by secret ballot.
6.1.3 Tellers. The President may appoint three tellers, who shall be 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.
6.1.4 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.
6.1.5 Results. The President shall announce to the meeting the results of all balloting, and shall declare all elections.
6.2 TERMS OF OFFICE OF OFFICERS AND DIRECTORS
6.2.1 Term of Officer of Officer. Each officer shall serve a term of one year or until a successor has qualified.
6.2.1 Term of Office of Director. The Executive Board may establish Terms for each Directorship prior to the nomination of candidates for the upcoming year. In no event shall one term of a Director be more than two years. Unless otherwise determined by the Executive Board in regular session, each Director shall serve a term of one year or until a successor has qualified.
6.22 Vacancies. If a vacancy occurs in the membership of the Executive Board other than on account of the regular expiration of a term of office, the Executive Board shall fill the vacancy for the unexpired term of office.
6.23 Resignation. Any officer or director may resign at any time, in writing, which shall take effect immediately upon receipt by the President or the Secretary unless a different time is stated in the resignation. No resignation shall discharge any accrued duty or obligation of an officer or director.
6.24 Removal of Officer or Director. Any or all of the officers and directors may be removed for or without cause by vote of the members, or for cause by vote of the Executive Board when there is a quorum of not less than a majority at the meeting at which the vote is taken.
6.3 OFFICERS
6.3.1 Officers. The officers of this Section shall be the President, President Elect, Secretary and Treasurer. The Offices must be held by an architect in good standing with AIA and SCLLR.
6.3.2 The President. The President shall exercise general supervision over the affairs of this Section, except those matters placed by these bylaws or by the Executive Board under the administration and supervision of the Secretary and/or the Treasurer; preside at meetings of this Section and of the Executive Board; appoint, with the concurrence of the Executive Board, all committees; sign all contracts and agreements to which this Section is a party; and shall perform all other duties usual and incidental to the office.
6.3.2.1 Authority. The President shall act as spokesperson of this Section and as its representative at meetings with other organizations and committees unless otherwise delegated by the Executive Board. The President shall not obligate or commit this Section unless the obligation or commitment has been specifically authorized by the Executive Board.
6.3.3 The President-Elect. 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 Board or the President.
6.331 Succession. President Elect shall advance to the office of President upon expiration of the term of office of the President.
6.3.4 The Secretary. The Secretary shall act as the recording and corresponding secretary of the Section and the Executive Board, and shall attend all their meetings and keep minutes of the proceedings; have custody of and shall safeguard and keep in good order all property of this Section, except property that is placed under the charge of the Treasurer; issue all notices of this Section; keep its membership roll; sign all instruments and matters that require the attestation or approval of this Section, 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 Board and this Section; in collaboration with the President, have charge of all matters pertaining to the meetings of this Section, and shall perform all other duties usual and incidental to the office.
6.3.4.1 Reports. The Secretary shall furnish the Institute and the State Chapter with such reports as may be required from time to time and at least annually shall furnish the Secretary of the State Chapter with the names and addresses of all officers (and directors) of this Section and report changes in the membership as may be required to keep the records of those organizations up to date and complete.
6.3.4.2 Delegation of Authority. The Secretary may delegate to an assistant secretary the actual performance of any or all duties as recording or corresponding secretary, but shall not delegate responsibility for the property of this Section, or the making of any attestation or certification required to be given by the Secretary, or the signing of any document requiring the signature of the Secretary.
6.3.5 The Treasurer. The Treasurer shall have charge and shall exercise general supervision of the financial affairs and keep the records and books of account of this Section; prepare the budgets, collect amounts due this Section, and give receipts for and have the 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 perform all duties usual and incidental to the office.
6.3.5.1 Reports. The Treasurer shall make a written report to each annual meeting of this Section and a written report to each regular meeting of the Executive Board. Each of said reports shall set forth the financial condition of this Section, 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 Section. The Treasurer shall be prepared to give a summary report to each regular meeting of the membership, as directed by the Executive Board.
6.3.5.2 Delegation of Authority. The Treasurer shall not authorize any person to sign any order, statement, agreement, check or other financial instrument of this Section that requires the signature of the Treasurer, unless such delegation is expressly permitted in these bylaws. The Treasurer may delegate to an assistant treasurer the actual performance of any or all duties as Treasurer, but shall not delegate responsibility for the property of this Section, or the signing of any document requiring the signature of the Treasurer.
6.353 Liability. The Treasurer shall not be personally liable for any loss of money or funds of this Section 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.
6.3.6 Officer Pro Tem. If any officer is absent or unable to act, the Executive Board may elect from its membership a chairman pro tem, a secretary pro tem or a treasurer pro tem, as necessary, who 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.
6.4 MEETINGS OF THE EXECUTIVE BOARD
6.4.1 Meetings Required. The Executive Board must actually meet in a regular or special meeting in order to transact business.
6.4.1.1 Regular Meetings. The Executive Board may hold regular meetings without notice at a time and place determined by it.
6.4.1.2 Special Meetings. A special meeting of the Executive Board shall be held if requested in writing by fifty percent of the members of the Executive Board, 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, and only the business stated in the call and notice shall be transacted at the special meeting.
6.4.1.3 Waiver of Notice. Either the call and notice of a special meeting 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 Board. Any irregularity in or failure of notice of a meeting of the Executive Board shall not invalidate the meeting or any action taken.
6.4.2 Quorum and Vote. A majority of the Executive Board, to include a minimum of two officers, shall constitute a quorum for the transaction of its business. Except as otherwise provided by law, the vote of a majority of the Executive Board members present at the time of the vote shall be the act of the Executive Board if a quorum is present. If a quorum is not present, those present may adjourn the meeting.
6.4.3 Minutes. The Secretary shall keep written minutes of each meeting of the Executive Board, recording the matters considered at the meeting and the actions taken. Minutes shall be distributed to the members of the Executive Board for approval at the next meeting and thereafter signed by the Secretary and filed with the Section's records. See Section 8.1.
6.5 REPORTS OF THE EXECUTIVE BOARD
6.5.1 Report to Members. The Executive Board shall render a full report in writing to each annual meeting of this Section of the condition, interests, activities and accomplishments of this Section, making such recommendations with respect thereto as it deems proper.
6.5.1.1 The President shall be prepared to give a summary report to each regular meeting of the membership, to include the general financial standing and current membership levels of the Section, and the events of the most recent Executive Board meeting; such reports shall be given as called for by the Executive Board, or at the request of a majority of members in good standing present.
6.5.2 Report to State Chapter. The Executive Board or the Secretary shall make a written report to the State Chapter at such times as the State Chapter requests of the matters and in the form required by it.
6.6 COMMITTEES
6.6.1 Formation and Composition. The Executive Board may form committees to carry out the work of the Section. The charge and duration of each committee shall be determined by the Executive Board. The members of committees shall be appointed by the President with the concurrence of the Executive Board, except as otherwise stated in these bylaws
6.6.2 Standing Committees.
6.6.2.1 Purpose. Standing committees shall be established by act of the Executive Board to accomplish the work of the Section and to serve the ongoing needs of the Section.
6.6.2.2 Duration. Every Standing Committee shall be renewed or abolished annually, and all committee memberships shall automatically expire at the end of the fiscal year.
6.6.2.3 Chairman. The Chairman of each Standing Committee shall be a Director of this Section.
6.6.2.4 Appointees. The Executive Board shall establish sound policies and procedures for appointing all members of Standing Committees. The President and the respective Chairman of each committee may appoint members of each standing committees, subject to approval of the Executive Board.
6.6.2.5 Members Ex-Officio. The Officers of this section shall be members ex-officio of each Standing Committee.
6.6.2.6 Concordance with State and Regional Organization. The Executive Board may, at the request of the State Chapter or the Institute, establish Standing Committees in parallel to Standing Committees of the State or Regional Organization and the Institute. The Chairman of each such Section Committee shall serve on the State (or other) Committee, as set forth in the Bylaws of that Organization.
6.6.3 Special Committees.
6.6.3.1 Purpose. The President shall, subject to approval of the Executive Board, appoint such special committees as may be appropriate and necessary to fulfill the objectives and purposes of this Section.
6.6.3.2 Duration. Every special committee shall expire when its specified purpose is accomplished, or at the discretion of the President, or at the end of the fiscal year; and all committee memberships shall automatically expire at the end of the fiscal year. Special committees which have expired may be renewed at the beginning of the fiscal year, as determined by the incoming Executive Board.
6.6.3.3 Appointees. The Chairman of each Special Committee shall be a member in good standing of this Section. The appointees of Special Committees need not be members of the Executive Board.
7.0 FINANCES
7.0.1 Budgets and Appropriations. Prior to the beginning of every fiscal year, the Executive Board, by the concurring vote of twenty-five percent of its total membership, shall adopt an annual budget showing in detail the anticipated income and expenditures of this Section for the immediately succeeding year.
7.0.1.1 Announcement: The Executive Board shall present a summary of the adopted budget to the General Membership during the first regular meeting of the fiscal year.
7.0.2 Expenditure Limitations.
7.0.2.1 General. No member, officer, director, committee, commission, employee or agent of the Section shall have any right, authority or power to expend any money of the Section, incur any liability for or in its behalf, or make any commitment that will or may be deemed to bind the Section to an expense or liability unless such expenditure, liability or commitment has been budgeted and authorized by the Executive Board or a specific resolution at a meeting of the Section.
7.0.2.2 The Executive Board. The Executive Board shall not expend or authorize expenditures in any fiscal year that exceed the estimated income of the Section for the year unless specifically authorized to do so by two-thirds majority vote at a duly called meeting of the members (provided, however, that the Executive Board may enter into leases and employment contracts for terms longer than one year and may set aside a reserve to be funded with a portion of the Section's income in one or more fiscal years, which may be expended in subsequent years without regard to estimated or actual income or expenditures for such years).
7.0.3 Review of Financial Records. The Executive Board, at its discretion, may employ a firm to prepare a compilation of the financial records of the Section and to provide a financial report to the members.
7.04 Fiscal Year. The fiscal year of this Section shall agree with the fiscal year of the Institute. Which is currently the calendar year, beginning January 1 and ending December 31.
7.1 REAL AND PERSONAL PROPERTY
7.1.1 Authority. In order to carry on its affairs and exercise its powers this Section may acquire and dispose of real and personal property for its own use.
7.1.2 Gifts. Only the Executive Board shall have any right or authority to solicit or accept any gift, bequest or devise for or on behalf of this Section; it shall not accept any gift, bequest or devise that will not promote the objects and purposes of this Section, or that will place an undue financial or other burden on this Section.
7.2 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 Section. (AIA Bylaws Section 7.2)
7.3 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 Section, and the Institute shall not be liable for any debt or other obligation of this Section. (AIA Bylaws Section 4.08)
Article 8 - General Provisions
8.1 RECORDS OPEN TO MEMBERS
The correspondence and the minute books, the Treasurer's books of account and the Secretary's records of this Section, except confidential matters relating to membership applications and bestowal of honorary memberships, shall be open to inspection at the executive offices of this Section during the business hours fixed by the Executive Board, by any member of this Section in good standing.
8.2 PARLIAMENTARY AUTHORITY
The rules contained in Robert's Rules of Order, Newly Revised shall supplement the rules and regulations adopted by this Section and shall govern this Section, the Executive Board, and the Chapter committees in all cases in which such rules are applicable and are not inconsistent or in conflict with law, these bylaws or the rules and regulations adopted by this Section or by the Executive Board.
8.3 LIABILITY, INDEMNIFICATION AND INSURANCE
8.3.1 Liability. In the absence of misconduct, fraud or bad faith, the present and former officers, directors and employees of this Section shall not be personally liable for its debts, obligations or liabilities.
8.3.2 Indemnification. If a director or officer of the Section is made a party to any civil or criminal action or proceeding arising from the performance by the director or officer of his or her duties on behalf of the Section, then, to the full extent permitted by law, the Executive Board by affirmative vote of a quorum of its members who are not parties to the action or proceeding, may indemnify such director or officer for all sums paid by him or her in the way of judgments, fines, settlements, and reasonable expenses, including attorney's fees actually and necessarily incurred, in connection with the action or proceeding.
8.3.3 Insurance. The Executive Board may authorize the purchase and maintenance by this Section 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 Section as may protect them against any liability asserted against them in such capacity, whether or not this Section would have the power to indemnify such persons under applicable law.
9.0 AMENDMENTS AT MEETINGS OF THIS SECTION
9.0.1 Notice of Proposed Amendments. These bylaws may be amended at any meeting of this Section by two-thirds vote of the members in good standing present, provided that notice of the proposed amendment and the meeting at which it will be voted on is given to the membership not less than thirty days prior to the date of the meeting.
9.0.2 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.
9.1 AMENDMENTS BY THE EXECUTIVE BOARD
9.1.1 Conformity with Institute Bylaws. The Executive Board, without action by a meeting of this Section, 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. (AIA Bylaws Section 4.06)
9.1.2 Delegation of Authority. The Executive Board 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 Section eligible to vote thereon.