AIA Peconic Bylaws

ARTICLE 1

ORGANIZATION

1.0 GENERAL PROVISIONS

1.01 Name. The name of this organization is AIA Peconic, Inc. hereafter referred to as

this Chapter.

1.11 Related Institute Organizations. In these bylaws the governing board of

this Chapter is referred to as the Executive Committee. The American Institute of

Architects is referred to as the Institute, and the Board of Directors of the Institute

as the AIA Board.

1.02 Objects. The objects of this Chapter shall be to promote and forward the

objects of The American Institute of Architects within the assigned territory of its Chapter.

(The Institute objects are: to organize and unite in fellowship the members of the

architectural profession; to promote the aesthetic, scientific and practical efficiency of

the profession; to advance the science 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 of

people through their improved environment; and to make the profession of everincreasing

service to society.) (AIA Bylaws Section 1.02 and 4.03)

1.03 Domain. The domain of this Chapter shall be that territory formerly

prescribed by the Long Island Chapter or otherwise established by the Institute. (The

territory of this Chapter is described as follows: Eastern Suffolk, and includes the

townships of Riverhead, Southold, Southampton, Shelter Island and East Hampton and is

indicated on the map attached to these bylaws.)

1.04 Organization. This Chapter is a non-profit membership corporation

incorporated in the State of New York, on August 16, 2005.

1.05 Authority. This Chapter shall represent and act for the Institute membership

within the territory assigned to it to the extent authorized by the Institution Bylaws. (AIA

Bylaws Section 4.051) The Institute and this Chapter 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 Chapter

execute a written agreement to that effect.

1.06 Conformity with Institute Policy. No act of this Chapter shall directly or

indirectly nullify or contravene any act or policy of the Institute. (AIA Bylaws section 4.052

and 4.362.) This Chapter shall cooperate with its 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 Chapter. (AIA

Bylaws section 4.13)

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1.1 AFFILIATIONS WITH OTHER ORGANIZATIONS

1.11 Purpose of Affiliations. This Chapter may affiliate with any local organization of the

construction industry operating within the territory of its Chapter that is not used or

maintained for financial gain, price fixing or political purposes, if and while the objects of

its Chapter will be promoted by such affiliation.

1.12 Agreements of Affiliation. Any affiliation that is in direct conflict with the

philosophy of the Chapter must be authorized by not less than two-thirds vote of the

Chapter’s Executive Committee and shall be evidenced by a written agreement signed

by the Chapter and the affiliated organization.

1.121 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.

1.122 Limitations. No affiliated organization shall have any voice in the affairs

of this Chapter and shall not bind or obligate this Chapter to any policy or activity

unless the Executive Committee has voted to be so bound or obligated.

1.123 Termination. Any affiliation may be terminated by majority vote of the

Executive Committee upon such notice to the affiliated organization as may be

required in the agreement of affiliation.

1.13 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 at the invitation of the presiding officer.

1.2 ENDORSEMENTS

Neither this Chapter, nor the Executive Committee, any Chapter, committee, nor any of its

officers, 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.

ARTICLE 2

MEMBERSHIP

2.0 GENERAL PROVISIONS

2.01 Categories of Membership. The membership of this Chapter shall consist of:

a) the Architect, Intern and Associate members of the Institute who have

been assigned to the Chapter (AIA Bylaws section 4.14), or who have

been admitted to unassigned membership in this Chapter, and

b) the affiliate members the Chapter may admit as provided in Paragraphs

2.35 through 2.37.

2.02 Definitions. In these bylaws, Architect, Intern and Associate members who

have been assigned to this Chapter are referred to as “assigned members.” The term

“unassigned member” shall refer to members assigned to other Chapters who have

been admitted to membership in this Chapter pursuant to Chapter 2.2 of these bylaws.

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The term “affiliate” shall refer to professional affiliates, student affiliates and honorary

affiliates. The term “member,” if not otherwise qualified, shall refer to all persons in all

classes of membership in this Chapter.

2.03 Qualifications. This Chapter shall not establish qualifications in addition to, or

which vary from, the Institute’s policies for membership. (AIA Bylaws section 4.053)

2.04 Non-resident Status. Non-resident status shall be accorded to members who

apply for such status because of their intended absence from the United States for at

least 18 consecutive months. Non –resident 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 3.

2.05 Enrollment of Members. Every member assigned or affiliate admitted by this

Chapter shall be duly notified to that effect by this Chapter, and shall be enrolled by the

Secretary as a member of this Chapter. New memberships will be announced at the

next regular meeting of this Chapter. (AIA Bylaws section 4.15)

2.06 Annual Dues and Assessments. Every member of this Chapter shall pay the

fixed annual dues and assessments of the Chapter as determined in Article 3. (AIA

Bylaws section 3.15)

2.07 Resignations. Any member may resign from this Chapter by presenting a

written resignation to the Chapter. 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 section

2.081)

2.08 Good Standing Defined. A member is not in good standing in this Chapter if

and while in default of dues or other obligations to either this Chapter, or the Institute.

2.09 Loss or Suspension of Interests, Rights and Privileges. A member who resigns, or is

suspended or terminated by the Institute loses all rights in the Chapter, and the Institute,

including any right to use the Chapter’s or Institute’s name, initials, 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 Chapter. (AIA Bylaws sections 2.04, 2.084-2.085)

2.1 ASSIGNED MEMBERS

2.11 General. The qualifications, rights and privileges of assigned Architect, Intern

and Associate members shall be as provided in the Institute Bylaws. (AIA Bylaws sections

2.02 and 4.055)

2.12 Action on Applications. Whenever an application for membership in the

Institute and assignment to the Chapter is filed, the President shall, within 30 calendar

days after the date the application was filed, make a recommendation to the Institute

Secretary to accept or deny the application. (AIA Bylaws section 2.052)

2.13 Reassignment. The Chapter shall not delay nor impede the transfer of any

assigned member in good standing who has applied for assignment to another Chapter

of the Institute. (AIA Bylaws section 2.072)

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2.14 Admission Fees Prohibited. An assigned member shall not pay any admission

or initiation fee for membership in this Chapter. (AIA Bylaws sections 4.15, 4.22 and 4.363)

2.15 Termination. Assigned membership in this Chapter 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 2.071)

2.16 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 2.32)

2.1 UNASSIGNED MEMBERS

2.21 Admission. The Chapter without action by the Institute, shall admit to unassigned

membership any Architect, Intern or Associate member assigned to another Chapter

who applies for such membership in writing in the manner prescribed by the Executive

Committee.

2.22 Rights and Privileges. An 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 not vote on matters described in Chapter 5.24 of these bylaws,

nor represent this Chapter as a delegate or otherwise at any meeting of the Institute.

(AIA Bylaws section 2.074)

2.23 Termination. Unassigned membership in this Chapter is terminated by the death

of the member or by resignation or termination of membership in the Institute. The

Executive Committee may terminate unassigned membership for indebtedness to the

Chapter as provided in Chapter 3.32.

2.3 ALLIED MEMBERS

2.31 Admission. Every application for admission to allied membership in this Chapter

shall be promptly acted upon by the Executive Committee of the Chapter.

2.32 Admission Fees. Every applicant for an allied membership, except Honorary

Affiliate members, shall pay an admission fee in an amount determined by the Executive

Committee as provided in Chapter 3.02 of these bylaws. (2006 $175.00 each member)

2.33 Termination. Allied membership is terminated by the death or resignation of an

affiliate or by the admission or eligibility to be admitted as an assigned or unassigned

member. The Executive Committee may terminate the membership of an affiliate

member for indebtedness as provided in Chapter 3.32 or, by two-thirds vote, for conduct

detrimental to the interests of the Chapter.

2.34 Rights and Privileges of Allied Members. Allies 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 or vote at any meeting of

this Chapter;

3) Shall not be eligible to serve as an officer or to chair a committee of this

Chapter;

4) May not in any way use the name, initials, seal, symbol or insignia of this

Chapter or the Institute. (AIA Bylaws 4.143)

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2.35 Professional Allied – Qualifications. Professional Affiliates are non-architects with

established professional reputations, registered to practice their professions where such

requirements exist. Professional Affiliates may include engineers, planners, landscape

architects, sculptors, muralists and other artists, professionals in government, education,

industry, research and journalism, and/or others the Chapter believes will provide a

meaningful contribution by virtue of their employment or profession and who are not

otherwise eligible for Institute membership. (AIA Bylaws 4.141)

2.36 Student Allied-Qualifications. Student Allied members shall be undergraduate or

post-graduate students of architecture schools, or secondary school students, within the

territory of this Chapter. (AIA Bylaws 4.142)

2.37 Honorary Allies.

2.371 Qualifications. A person of esteemed character who is otherwise

ineligible for membership in the Institute or 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 as an

Honorary Affiliate member of this Chapter.

2.372 Nomination and Admission. A person eligible for Honorary Allied

membership may be nominated 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 of attainments,

qualifications for the honor and the reasons for the nomination. The Executive

committee, at any regular meeting, may admit a nominee as an Honorary Allied

member.

2.373 Rights and Privileges. In addition to the rights and privileges set forth in

paragraph 2.34 above, Honorary Affiliate members of this Chapter shall not pay

any admission fee or annual dues nor be subject to any assessment.

2.374 Nomination and Admission to Honorary Allied membership. All

nominations for honorary affilliateship and the voting thereon shall be in

executive session and remain confidential until and the nominee accepts the

honor.

2.375 When the Executive Committee has elected a person to Honorary Allied

membership, it shall ascertain his willingness to accept the honor. If he accepts,

the Executive Committee shall request him to be present at the next annual

meeting of this Chapter for the presentation of the honor.

2.376 Withdrawal of Honorary. The Executive Committee by the affirmative

roll call vote of its entire membership, may terminate any honorary Allied

membership in this Chapter and strike the name of the honorary Allied member

for any reason it deems sufficient, provided it has offered him an opportunity to

be heard in the matter.

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ARTICLE 3

DUES, FEES AND ASSESSMENTS

3.0 ANNUAL DUES

3.01 Obligation to Pay Dues. All members except Emeritus members and

Honorary Affiliate members shall pay annual dues on or before January 15 of each year.

3.02 Amount of Annual Dues (and Admission Fees). The Executive Committee of

the Chapter (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 (and the amount of admission fees

required of affiliate members).

3.03 Dues Upon Admission. A newly admitted assigned 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.

3.04 Dues For Nonresident Members. Nonresident members shall pay reduced

dues as defined by the Chapter. The amount of the reduction shall be determined by

the Executive Committee pursuant to Chapter 3.02.

3.05 General Waiver of Annual Dues and Admission Fees. This Chapter must adhere to

the Chapter Bylaws.

3.06 Individual Waiver of Annual Dues. This Chapter must adhere to the Chapter

Bylaws.

3.07 Exemptions. Emeritus members and Honorary Affiliate members shall pay no

dues or assessments to the Chapter. Emeritus members who wish to receive mailings

from the Chapter shall pay a fee in an amount determined by the Executive Committee

pursuant to Chapter 3.02.

3.1 ASSESSMENTS

3.11 Authority. This Chapter, by the concurring vote of 2/3 of Architect members

present at a meeting, may levy an assessment on its Architect members, and by the

concurring vote of [a majority/not less than two-thirds of the total number] of its assigned

members may levy an assessment on its intern, Associate members and /or affiliate

members. (The amount of the assessment on a member in any fiscal year shall not

exceed 18% of the amount of the annual dues required to be paid by such member for

that year.)

3.12 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 Chapter at which the

proposed assessment is to be voted on.

3.2 DEFAULT OF ANNUAL DUES AND ASSESSMENTS

3.21 Annual Dues. Every member who has not been paid the entire amount of

required annual dues for the then current fiscal year when dues shall be in default for the

unpaid amount.

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3.22 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.

3.23 Notice of Default to Member. Every member who is in default to this Chapter shall

be given 30 days’ notice in writing or impending termination because of said default.

3.3 TERMINATION OR SUSPENSION FOR DEFAULT OF DUES OR ASSESSMENTS

3.31 Assigned Members. At appropriate intervals, the Corresponding Secretary of

the Chapter shall send to the Institute Secretary a list of all assigned members in default

to this Chapter with the amount of such default and request termination of those

memberships. When any such default is cured, the Secretary shall immediately notify the

Institute Secretary.

3.32 Unassigned Members and Affiliates. If an unassigned member or affiliate

member is in default to this Chapter 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 30

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

CHAPTER RELATIONSHIP TO

OTHER INSTITUTE ORGANIZATIONS

4.0 THE INSTITUTE

4.01 Delegates to Institute Meetings. This Chapter shall select the delegates to

represent the assigned membership at meetings of the Institute from among the assigned

members of this Chapter in the number prescribed in the Institute Bylaws as follows (AIA

Bylaws section 5.213):

4.011 Delegate Selection Procedure. Member delegates shall be

appointed from among the assigned members of this Chapter by the Executive

Committee, except that no more than one third of the Chapter’s delegation shall

be Interns or Associates. If this Chapter neglects, fails or refuses to select all its

delegates, or should any appointed delegates fail to be accredited, then the

President or a designated representative may appoint delegates to represent this

Chapter or execute a proxy as provided in the Institute Bylaws.

4.1 REGIONAL ORGANIZATION – (Chapter does not pertain)

4.2 CHAPTERS

4.31 Establishment of Chapters. This Chapter may not establish any additional

Chapters without the approval of the Institute Secretary.

4.311 Procedure. Members in a geographic area within the territory of the

Chapter may petition the Executive Committee to form a Chapter.

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ARTICLE 5

CHAPTER MEETINGS

5.0 REGULAR, ANNUAL AND SPECIAL MEETINGS

5.01 Annual Meeting. This Chapter shall hold an annual meeting during the

month of NOVEMBER for the purpose of electing the officers, (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 the Secretary and Treasurer; and for the

transaction of such other business as may be appropriate. (11/13/08)

5.02 Regular Meetings. This Chapter shall hold regular meetings on the second

Thursday of each month.

5.03 Special Meetings. A special meeting of this Chapter may be called by the

President or the Executive Committee and shall be called by the President at the written

request of not less than 10% of the total number of this Chapter’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 CHAPTER MEETINGS

5.11 Notice of Chapter Meetings. A notice of each meeting of this Chapter stating

the date, time and place where the meeting will be held, shall be given by the President

of the Chapter personally or by direct mail or e-mail, to each member entitled to vote at

the meeting. Notice shall be given not less than ten (10) days before the date fixed for

the meeting. Due to the nature of our resort area the August meetings may be

cancelled for lack of a place to meet. Notices will be sent in advance to notify all

members.

5.12 Quorum at Meetings. At any meeting of this Chapter, a minimum of 10%

of members entitled to vote shall constitute a quorum for the transaction of any

business. The PRESIDING OFFICER may adjourn the meeting in the absence of a

quorum and no business shall be transacted in the absence of a quorum.

(11/13/08)

5.13 Minutes of Meetings. Written minutes of every meeting of this Chapter,

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 Chapter and thereafter filed in the

Chapter’s records.

5.2 DECISIONS AT MEETINGS, ELIGIBILITY FOR VOTING

5.21 Majority Vote. Every decision at a Chapter meeting shall be by a majority vote

of those members in good standing who are present and voting, unless otherwise

required by law or these bylaws.

5.22 Roll Call Vote. A roll call vote shall be taken at the call of the presiding officer or

whenever one-third of the voting members present so request.

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5.23 Proxies. Unless otherwise required by law, there shall be no voting by proxy at a

meeting of this Chapter.

5.24 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;

3) Instructions to delegates;

4) Any matters relating to membership;

5) Voting on dues and assessments for Institute Members shall be limited to

Institute Members;

6) Other matters relating to the government, meetings, affiliations, budget

and finances of the Institute;

5.25 Mail Ballot. Any vote that may be taken at a meeting of this Chapter may be

taken by direct mail or e-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.

ARTICLE 6

THE EXECUTIVE COMMITTEE

6.0 AUTHORITY OF EXECUTIVE COMMITTEE

6.01 Powers. The business of this Chapter shall be managed by the Executive

Committee, which shall be composed of the officers of this Chapter and shall exercise all

authority, rights and powers granted to it by the laws of the State of New York, the

articles of Incorporation and by these bylaws.

6.011 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

Chapter Recording Secretary. 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.

6.02 Delegation of Authority. Neither the Executive Committee nor any officer 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.

6.03 Freedom from Commitments. No committee, commission, officer, member,

employee or agent of this Chapter shall initiate or carry on any activity that may commit

the Chapter to an expense, policy or activity until the matter shall have been reviewed

and approved by the Executive Committee.

6.1 ELECTION OF OFFICERS

6.11 Nominations. Nominations for each office 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

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President may select a nominating committee to prepare and present to the members a

slate or slates of candidates for offices.

6.12. Elections. The nominee for an office who receives a [plurality/majority] of the

ballots cast at the annual meeting shall be elected thereto. If there is only one nominee

for any office, 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 President shall declare

the nominee to be elected by acclamation. Otherwise the name of each nominee for

each office shall be placed by the Secretary on ballots for voting by secret ballot.

6.13 Tellers. The President may appoint three (3) 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.

6.14 Tie Votes. In the event of a tie vote, the list of nominees for each office 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.

6.15 Results. The President shall announce to the meeting the results of all balloting,

and shall declare all elections.

6.2 MEMBERSHIP AND TERMS OF OFFICE OF OFFICERS

6.21 Membership of the Executive Committee. The Executive Committee shall

consist of seven (7) [change from five (5)] assigned members of this Chapter including

President, Vice-President, Secretary, Treasurer, Immediate Past President, an Associate

member and the New York State representative. Five (5) of these members shall be

officers of the Chapter (President, Vice-President, Secretary, Treasurer) and the

Immediate Past President. One (1) assigned member of the Executive Committee shall

be an Associate member and one (1) assigned member of the Executive Committee

shall be the New York State representative. (10/05/11)

All Past Presidents are honorary members of the Executive Committee. Such Honorary

Executive Committee members may participate at all meetings of the Executive

Committee in a non-voting capacity with the exception of the Immediate Past President,

who shall have full voting privileges. (11/13/08)

6.22 Terms of Office. The term of office of each officer shall be a one-year term.

Said term should commence at the end of the last meeting of the year. The outgoing

officer shall assist the incoming officer through the transition for a period of one month.

The President and Vice President shall have a term of only one year. The Secretary and

Treasurer shall be permitted one additional term of one year, but in no case shall an

officer serve more than two consecutive terms in the same office.

Each officer shall serve until his or her successor has qualified.

6.23 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 un-expired term of office.

6.24 Resignation. Any officer 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.

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6.25 Removal of Officer. Any or all of the officers may be removed for cause by a

two-thirds (2/3) majority vote of members attending a regular meeting (where ten (10)

days notice of a vote is given) or a special meeting convened for that purpose in a

accordance with Section 5.03 of these BYLAWS. Vacancies created by such action shall

be filled in accordance with Section 6.23 of these BYLAWS unless all officers are so

removed, in which new officers shall be elected in a special election conducted in

accordance with Section 6.1 of these BYLAWS. Officer may be removed for cause by a

two thirds (2/3) majority vote of the entire Executive Committee. All votes shall be

recorded in official minutes. (11/13/08)

6.2 OFFICERS

6.31 Officers. The officers of this Chapter shall be the President, Vice President,

Secretary and Treasurer.

6.32 The President. The President shall exercise general supervision over the affairs of

this Chapter, except those matters placed by these bylaws or by the Executive

Committee under the administration and supervision of the Secretary and/or the

Treasurer; preside at meetings of this Chapter and of the Executive Committee; appoint,

with the concurrence of the Executive Committee, all committees; sign all contracts and

agreements to which this Chapter is a party; have charge of and exercise general

supervision over the offices and employees of this Chapter, and shall perform all other

duties usual and incidental to the office.

6.321 Authority. The President shall act as spokesperson of this Chapter and

as its representative 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.

6.33 The Vice President. The Vice President 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.

6.331 Succession. The Vice President shall succeed to the office of President

upon expiration of the term of office of the President.

6.34 The Secretary. The Secretary shall act as the corresponding secretary of the

Chapter and the Executive Committee, and shall attend all their meetings; 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 rill; 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; and shall perform all other duties usual and

incidental to the office.

6.34.1 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 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 document requiring the signature of

the Secretary.

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6.34.3 The Treasurer. The Treasurer of the Chapter shall have charge and shall

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 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.

6.34.4 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 forth 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.

6.34.5 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 requires 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 responsibility for the property

of this Chapter, or the signing of any document requiring the signature of the

Treasurer.

6.34.6 Liability. The Treasurer shall not 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.

6.35 Officer Pro Tem. If any officer is absent or unable to act, the Executive

Committee may elect from its membership a chairman protem, a secretary protem or a

treasurer protem, 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.

6.3 MEETINGS OF THE EXECUTIVE COMMITTEE

6.41 Meetings Required. The Executive Committee must actually meet in a regular

or special meeting in order to transact business. “Any one or more members of the

Executive Committee may participate in a meeting of the committee be conference

telephone or a similar device that allows all persons participating in the meeting to hear

one another at the same time. Any action required or permitted to be taken by the

Executive Committee may be taken without a meeting if all members of the committee

consent to the action in writing.”

6.41.1 Regular Meetings. The Executive Committee may hold regular

meetings without notice at a time and place determined by it.

6.41.2 Special Meetings. A special meeting of the Executive Committee shall

be held if requested in writing by one-third 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

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meeting and the business to be transacted, and only the business stated in the

call and notice shall be transacted at the special meeting.

6.41.3 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 Committee. Any

irregularity in or failure of notice of a meeting of the Executive Committee shall

not invalidate the meeting or any action taken.

6.42 Quorum and Vote. Except as otherwise prescribed in these BYLAWS a majority

of the Executive Committee shall constitute a quorum for the transaction of its business.

Except as otherwise provided by law, the vote of a majority of the Executive Committee

members present at the time of the vote shall be the act of the Executive Committee if a

quorum is present. If a quorum is not present, those present may adjourn the meeting

from day to day, or to a later date. (11/13/08)

6.43 Minutes. The Secretary shall keep written minutes of each meeting of the

Executive Committee, recording the matters considered at the meeting and the actions

taken. Minutes shall be distributed to the members of the Executive Committee for

approval at the next meeting and thereafter signed by the Secretary and filed with the

Chapter’s records.

6.4 REPORTS OF THE EXECUTIVE COMMITTEE

6.51 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.

6.52 Report to 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.

6.5 COMMITTEES AND COMMISSIONS

6.61 Formation and Composition. The Executive Committee may form committees

and commissions to carry out the work of the Chapter. The charge and duration of each

committee or commission shall be determined by the Executive Committee. The

President shall appoint members of committees and commissions and may also change

or remove members provided that no appointment is made without approval of a

concurring majority of the Executive Committee and no change or removal is made

without a two thirds (2/3) majority vote of the Executive Committee’s full voting

membership. (11/13/08)

6.62 Terms of Office of Committee and Commission Members. Unless otherwise expressly

specified by the Executive Committee, each appointment of a committee or

commission member shall be for a period of one year, commencing on the first day of

the calendar year and concluding on the last day of that year. Committee and

commission members may, however, be re-appointed for successive one-year terms at

the discretion of the President and Executive Committee, subject to the appointment

process set forth in Section 6.61 above.

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ARTICLE 7

FINANCES

7.0 FINANCES

7.01 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.

7.02 Expenditure Limitations.

7.021 General. No member, officer, committee, commission, employee or

agent of the Chapter shall have any right, authority or power to expend any money

of the Chapter, incur any liability for or in its behalf, or make any commitment that will

or may be deemed to bind the Chapter to an expense or liability unless such

expenditure, liability or commitment has been budgeted and authorized by the

Executive Committee or a specific resolution at a meeting of the Chapter.

7.022 The Executive Committee. The Executive Committee shall not expend

or authorize expenditures in any fiscal year that exceed the estimated income of the

Chapter 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 Committee 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

Chapter’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).

7.03 Review of Financial Records. At appropriate intervals, the Executive Committee

shall employ a firm to prepare a compilation of the financial records of the Chapter as

the basis for a financial report to the members.

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

7.1 REAL AND PERSONAL PROPERTY

7.11 Authority. In order to carry on its affairs and exercise its powers this Chapter

may acquire and dispose of real and personal property for its own use.

7.12 Gifts. Only the Executive Committee shall have any right or authority to solicit or

accept any gift, bequest or devise for or on behalf of this Chapter; it shall not accept

any gift, bequest or devise that will not promote the objects and purposes of this

Chapter, or that will place an undue financial or other burden on the Chapter.

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 the Chapter. (AIA Bylaws section 7.2)

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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 Chapter, and the Institute shall not be liable for any debt or other

obligation of this Chapter. (AIA Bylaws section 4.08)

ARTICLE 8

GENERAL PROVISIONS

8.0 EXECUTIVE OFFICE

The Executive Committee shall be responsible for the administration of the affairs of the Chapter

and such other duties as the Executive Committee may assign. Specifically, the member of the

Executive Committee may:

1) Serve as assistant Secretary or Treasurer to perform such duties as the Secretary or

Treasurer may delegate;

2) Employ such staff as the Chapter’s Executive Committee may authorize as may be

necessary to perform the duties assigned;

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 Chapter, except confidential matters relating to membership

applications and bestowal of honorary memberships, shall be open to inspection at a place

designated by the Chapter during the business hours fixed by the Executive Committee, by any

member of this Chapter in good standing, and by any member of the Executive Committee.

8.2 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 such rules are applicable and are not

inconsistent or in conflict with law, these bylaws or the rules and regulations adopted by this

Chapter or by the Executive Committee.

8.3 LIABILITY, INDEMNIFICATION AND INSURANCE

8.31 Liability. In the absence of misconduct, fraud or bad faith, the present and former

officers, and employees of this Chapter shall not be personally liable for its debts,

obligations or liabilities.

8.32 Indemnification. If an officer of the Chapter is made a party to any civil or criminal

action or proceeding arising from the performance by the officer of his or her duties on

behalf of the Chapter, then, to the full extent permitted by law, the Executive Committee

by affirmative vote of a quorum of its members who are not parties to the action or

proceeding, may indemnify such 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.

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8.33 Insurance. The Executive Committee may authorize the purchase and

maintenance by this Chapter of such insurance on behalf of the present and former

officers, 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 9

AMENDMENTS

9.0 AMENDMENTS AT MEETINGS OF THIS CHAPTER

9.01 Notice of Proposed Amendments. These bylaws may be amended at any

meeting of this Chapter by two-thirds vote of the members present, or at least five (5)

people, whichever is greater, 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 30 days

prior to the date of the meeting. Any amendments may not conflict with the Institute

Bylaws.

9.02 Bylaws Relating to Assigned Members. It shall require a vote of not less than twothirds

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 COMMITTEE

9.11 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. (AIA Bylaws section 4.06)

9.12 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.