(OBSOLETE AS OF 2008)
THE AMERICAN INSTITUTE OF ARCHITECTS
ARTICLE 1. ORGANIZATION, COMPOSITION AND GENERAL POWERS
1.1.1 This Chapter. The name of this organization is
AIA / Central Kentucky Chapter, Inc.
1.1.2 Related Institute Organizations. In these Bylaws the above named
Chapter is referred to as this Chapter; the governing Board of this
Chapter as the Executive Committee; AIA / Kentucky as the State
Organization; the East Central States Regional Council as the Regional
Organization; The American Institute Of Architects as the Institute; and
the Board of Directors of the Institute as the Institute Board.
1.2 Objects and Powers
1.2.1 Objects. The objects of this Chapter shall be to promote and forward the objects of The American Institute of Architects within the territory of this Chapter, which are to organize and unite in fellowship the members of the architectural profession; to promote the aesthetic, scientific and 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 increasing service to society.
1. Within the territory assigned to it, this Chapter shall represent and act for the Institute under a charter issued to it by the Institute Board. The Institute and this Chapter may act as agent or otherwise, one for the other, or they may delegate such agency or otherwise to a third party, for the purpose pf collecting and forwarding dues, acting as custodian of funds, or otherwise; provided, that the Institute Board and this Chapter execute a written agreement to that effect.
2. No act of this Chapter shall directly or indirectly nullify or contravene any act of policy of the Institute.
3. This Chapter shall cooperate with the State Organization and the Regional Organization to further the interests of the Institute, and by agreement with these organizations, may represent and act for them within the territory of this Chapter.
4. This Chapter may establish professional affiliate, student affiliate, non-resident and honorary affiliate membership categories, under conditions set forth in these Bylaws.
5. This Chapter may levy and collect annual dues from its assigned members, associate members, professional affiliates, and student affiliates, and may collect admission fees for admission of professional affiliates and student affiliates.
6. This chapter may establish Sections of this Chapter when approved by the Institute Board.
7. This Chapter may establish and sponsor student chapters in schools or architecture located within the territory of this Chapter, under conditions established by the Institute Board, which conditions shall be set forth in these Bylaws when such student chapters are established by it.
This Chapter is to be a nonprofit membership corporation duly incorporated under and by virtue of the provisions of the Articles of
Incorporation of AIA / CENTRAL KENTUCKY CHAPTER, INC.
The territory within which the Chapter shall represent and act for the
Institute is that described in its chapter or otherwise prescribed by the
ARTICLE 2. MEMBERSHIP
2.1 Member: General Provisions
2.1.1 Classes of Membership. The members of the Chapter shall consist of the Institute MEMBERS, EMERITUS MEMBERS and ASSOCIATE MEMBERS who have been assigned to membership in this Chapter by the Institute, or who have been admitted to membership in this Chapter as provided in Paragraph 2.3, and of the professional affiliates, student affiliates, and honorary affiliates it may admit as provided in Paragraph 2.4 and 2.5.
2.1.2 Definitions. In these Bylaws, Institute MEMBERS, EMERITUS, and ASSOCIATE MEMBERS who have been assigned to membership in this Chapter are referred to as ìassigned members.î The term ìunassigned memberî shall refer to Institute members and associate members other than assigned members. The term ìaffiliateî shall refer to professional affiliates, student affiliates and honorary affiliates. The term ìmemberî, if not otherwise qualified, shall refer to all classes of membership in this Chapter.
2.1.3 Qualifications. This Chapter shall not establish qualifications in addition to, or which vary from, the Instituteís policies for membership.
2.1.4 Non-Resident Status. Non-resident status shall be provided for members who apply for such status because of their intended absence from the United States for at least 18 consecutive months. 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 assessment for such members as provided in Article 7.
2.1.5 Enrollment of Members. Every member assigned to or admitted by this Chapter shall be duly notified to that effect by the Institute and this Chapter, and shall be enrolled by the Secretary as a member of this Chapter without requiring payment of an admission fee, and such membership shall be announced at the nest regular meeting of this Chapter and in its next official publication.
2.1.6 Annual Dues and Assessments. Every member of this Chapter shall pay the fixed annual dues and assessments of this Chapter as determined in Article 7.
2.1.7 Resignations. Any person admitted to this Chapter, other than an assigned member, may resign from this Chapter; provided that such member present a resignation in writing to the Secretary and is in good standing at the time of resignation. If the Secretary finds the member qualified to resign, the resignation shall be effective as of the date the letter of resignation was received by the Secretary.
2.2 Assigned Members
2.2.1 General. The qualifications, rights and privileges of assigned Institute members
and associate members shall be as provided in the Institute Bylaws.
2.2.2 Action on Application. Whenever an application for membership in the Institute and assignment to the Chapter is filed with this Chapter, the Executive Committee shall examine and act thereon within thirty calendar days after the date the application was filed with it, and shall certify such action to the Institute Secretary.
2.2.3 Transfers. The Executive Committee shall not delay or impede the transfer of any assigned member of this Chapter in good standing who has applied for admission to another chapter of the Institute.
2.2.4 Admission Fees Prohibited. An assigned member shall not pay and admission or initiation fee for membership in this Chapter.
2.2.5 Termination. Each assigned member of the Chapter shall remain a member of it until such membership in the Institute is terminated or is reassigned by the Institute to another chapter. Associate membership shall ipso facto be terminated on January 1 of the year following receipt by an associate member of an initial license to practice architecture.
2.2.6 Member Emeriti. Any member who has been granted member emeritus status in accordance with the Institute Bylaws shall ipso facto be a Member Emeritus of this Chapter. All rights, interest, privileges, titles, liabilities and obligations, other than payment of regular and supplemental dues, shall remain unchanged.
2.2.7 Associate Members. Qualifications. Associate members shall include:
1. Those without architectural licenses who are employed under the supervision of a licensed architect in a professional or technical capacity directly relates to the practice of architecture;
1. Those without architectural licenses eligible by experience who are employed in circumstances recognized by the licensing authorities as constituting credit toward architectural registration.
2.2.8 Associate Members. Rights and Privileges. Associate members in good standing:
1. May serve as voting members on chapter and state boards, provided that associate members hold no more than two seats or one-third of the total seats, whichever number is greater, on such boards;
2. May speak on and vote in chapter, state and regional meetings on business matters and in elections on all issues except dues for Institute members;
3. May be appointed as members of committees at all levels of the Institute;
4. May serve as chapter delegates to state, regional and national AIA conventions but may not constitute more than one-third of any component delegation to such conventions; but shall not be counted in determining a chapterís delegate strength for conventions;
5. Shall be eligible to participate in all Institute group insurance, retirement and other benefit programs on the same basis as Institute members;
6. Shall not be eligible to serve as a national officer, national director, component officer or to chair a national committee;
7. May use the title ìAssociate Member of The American Institute of Architects,î and may wear a white metal AIA pin; but shall not be permitted to use the gold AIA pin, the AIA emblem, or the title ìAIA Associateî or ìAIAî as a suffix to their names.
2.3 Unassigned Members
2.3.1 Admission. The Executive Committee, without action by the Institute, shall admit to unassigned membership in this Chapter and Institute member or associate member assigned to another chapter, provided that such member applies for such membership in writing directly to the Executive Committee in the manner prescribed by it.
2.3.2 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 hold any office or directorship in this Chapter, vote at any of its meetings on matters described in Paragraph 4.3.4, nor represent its members as a delegate or otherwise at any meeting of the Institute.
2.4 Affiliate Member.
2.4.1 Admission. Every application for admission to affiliate membership in this Chapter shall be made to the Executive Committee and shall be promptly acted upon by the Executive Committee.
2.4.2 Transfer. Any affiliate in good standing who has a change of residence or place of business or employment from the territory of this Chapter to the territory of another chapter, may be transferred to the other chapter by the Executive Committee; provided that the applicant applies for the transfer in writing and that the Executive Committee of this Chapter and of the other chapter mutually agree to the transfer. Under similar circumstances, affiliates transferred from other chapter may be admitted to this Chapter by the Executive Committee without examination; provided, that each thereof files a written application for affiliate membership, as the case may be, and makes the payments required of an applicant.
2.4.3 Admission Fees. Every applicant for an affiliate membership shall pay an admission fee as provided in Article 7 of the Bylaws.
2.4.4 Termination. Affiliate memberships shall be terminated by the death or resignation of an affiliate; shall ipso facto be terminated by admission to or becoming eligible for Institute membership or associate membership, and may be suspended or terminated for indebtedness as provided in Paragraph 7.4. Student affiliates shall be automatically transferred to the professional affiliate classification by the Executive Committee whenever they become eligible for that classification.
2.4.5 Professional Affiliates: Qualifications. Professional affiliates are non-architects, registered to practice their professions where such requirements exist, with established professional reputations. Professional affiliates may include engineers, planners, landscape architects, sculptors, muralists and other artists, professionals in government, education, industry, research, and journalism, and other professionals whose work is related to the practice of architecture.
2.4.6 Professional Affiliates: Rights and Privileges.
Professional affiliates in good standing:
1. May serve as a member of any committee of the chapter that does not perform any duty of the Executive Committee;
1. May attend and speak but may not make motions nor vote at any meeting of this Chapter except on dues and assessments for professional affiliates;
1. Shall not be eligible to serve as an officer or director or to chair a committee of this Chapter;
1. May not use the initials AIA nor the phrase The American Institute of Architects alone or otherwise, nor the seal, symbol or insignia of this Chapter or the Institute.
2.4.7 Student Affiliates: Qualifications. Student affiliates shall be undergraduate or post-graduate students of architectural school or secondary school students within the territory of this Chapter.
2.4.8 Student Affiliates: Rights and Privileges. Student affiliates in good standing:
1. May serve as a member of any committee of this Chapter that does not perform any duty of the Executive Committee;
2. May attend and speak but may make motions nor vote at any meeting of this Chapter on matters set forth in Paragraph 4.3.4;
3. Shall not be eligible to serve as a officer or director or to chair a committee of this Chapter;
4. May use the title ìStudent Affiliate Member of the Central Kentucky Chapter, AIA,î which title shall not be changed by further abbreviation, amplification or otherwise, nor shall the words ìAffiliate Memberî be printed in smaller type than the remainder of the title, but may not use the initials AIA nor the phrase The American Institute of Architects alone or otherwise except a prescribed above, nor the seal, symbol or insignia of this Chapter or the Institute.
2.5 Honorary Affiliate Members
2.5.1 Qualifications. A person of esteemed character who is not eligible for membership in the Institute of this Chapter but who has rendered distinguished service to the profession of architecture or to arts and sciences allied therewith within the territory of this chapter, may be admitted to honorary affiliate membership in it as an Honorary Affiliate Member.
2.5.2 Nomination and Admission. A person eligible for honorary affiliate membership may be nominated therefor 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 of its regular meetings, after the nomination of a person for honorary affiliate member, may admit such a person as an honorary affiliate member. Not more than one honorary affiliate member shall be elected in any one calendar year.
2.5.3 Rights and Privileges. An honorary affiliate member of this Chapter:
1. Shall not pay any admission fee or annual dues to this Chapter, nor be subject to any assessment levied by it, nor have any interest in its property or liabilities;
1. May attend, and on the invitation of the presiding officer, may speak and take part in the discussions, but may not make motions nor vote at any meeting of this Chapter;
1. Shall not be eligible to serve as an officer or director or to chair a committee of the Chapter, nor serve on any of its committees except as advisor.
1. May use the ìHonorary Affiliate Member of AIA / Central Kentucky Chapterî, which title shall not be changed further abbreviation, amplification, or otherwise, nor shall the words ìHonorary Affiliate Memberî be printed in smaller size type than the remainder of the title, but may not use the initials AIA nor the phase The American Institute of Architects alone or otherwise except as prescribed above, nor the seal, symbol or insignia of this Chapter or the Institute.
ARTICLE 3. CHAPTER REPRESENTATION IN RELATED INSTITUTE ORGANIZATIONS
3.1 The Institute
3.1.1 Delegates to Institute Meetings. The assigned members of this Chapter in good standing shall select the number of member delegates they are entitled to have represent them at meetings of the Institute from among the assigned members of this Chapter in the number prescribed in the Institute Bylaws in the manner set forth below:
1. Member delegates shall be appointed from among the assigned members of this Chapter by the Executive Committee. If this Chapter neglects, fails or refuses to select all such delegates, or should all of such delegates fail to qualify, then the President or a lawful substitute may appoint delegates to represent this Chapter, as provided in the Institute Bylaws.
3.1.2 Representation. This Chapter and its members shall be represented at meetings of the Institute as provided in the Institute Bylaws.
3.1.3 Nominations for Institute Directors. Whenever the office of directorship for the region within which the Chapter is located is about to become vacant, the Executive Committee, or the Chapter in meeting assembled, shall select a nominee or nominees for the office, and transmit the nominations to the Institute Secretary within the period of time fixed by the Institute Secretary. Nominations for Directors may also be made by petition containing the signatures of not less than ten members in good standing who are assigned members of chapters in the region.
3.1.4 Elections of Institute Directors. Elections of directors shall be held, in accordance with the Institute Bylaws, in the manner set forth below:
1. The regional Institute Director shall be elected by a regional convocation of delegates representing the members of each Chapter within the Region, as set forth in the Regional Organization Bylaws.
3.1.5 Reports. The Secretary shall furnish the Institute with such reports as may be required from time to time; shall, at least annually, furnish the Institute Secretary with the names ans addresses of all and assigned members of this Chapter required to keep the Instituteís records up-to-date and complete; and shall periodically report all resignations, requests for transfer or defaults of its assigned members.
3.2 Regional Organization
3.2.1 Representation. This Chapter shall have representation in the Regional Organization as provided in the Bylaws of the Regional Organization. The President or another officer appointed by the Executive Committee shall be a representative of the member of this Chapter in the Regional Organization.
3.2.2 Reports. The Secretary shall furnish the Regional Organization with such reports as may be required from time to time.
3.3 State Organization
3.3.1 Representation. This Chapter shall have representation in the State Organization as provided in the Bylaws of the State Organization.
3.3.2 Representatives. The President and Vice President/President-Elect shall be representatives of the members of this Chapter in the State Organization. At the annual meeting of this Chapter the assigned members of this Chapter in good standing shall elect one additional representative, as may be required by the State Organization Bylaws, to represent the members of this Chapter in the State Organization for a term of one year. Representatives shall be elected from the assigned members only. The Executive Committee may appoint an alternate
representative or representatives.
3.3.3 Nomination and Elections. Nominations and elections of a representative shall be made at the same and in the same manner as for the officers and directors of this Chapter.
3.3.4 Duties of Representatives. Representatives of the members of this Chapter shall act for and in their behalf in all matters that may properly come before the State Organization.
3.3.5 Term of Representative. Each representative shall serve for the term of one year, or until a successor is elected or appointed. The Executive Committee 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 case of resignation or incapacity of the President.
3.3.6 Reports. The Secretary shall furnish the State Organization with such reports as may be required from time to time; shall, at least annually furnish the Secretary of the State Organization with the names and addresses of all officers, directors and members of this Chapter required to keep the State Organizationís records up-to-date and complete; and shall periodically report all resignations, suspensions, expulsions, or defaults of its members.
3.3.7 Dues to the state Organization. Each member of this Chapter shall pay annual dues and assessment levied by the State Organization in the amounts and at the times required by it for its support, in addition to Chapter dues and assessments.
ARTICLE 4 MEETINGS
4.1 Annual Meeting. This Chapter shall hold an annual meeting during the month of September, for the purposes of electing the officers, directors, and a representative to the State Organization to succeed those whose term are about to expire; for receiving the annual reports of the Executive Committee and the Treasurer; and for the transaction of such other business as may be appropriate.
4.1.2 Regular Meetings. This chapter shall hold regular meetings monthly unless otherwise designated by the Executive Committee.
4.1.3 Special Meetings. A special meeting of this Chapter may be called by a meeting of this Chapter, or by the Executive Committee, or by a written petition to the Executive Committee signed by not less than ten percent of the total number of assigned members of this Chapter then in good standing, provided that the purpose of such meeting is set forth in the meeting notice. No other business than that specified in the call and notice of the special meeting shall be transacted thereat, and all rules and procedures at the meeting shall be the same as those for an annual meeting.
4.2 Notice; Quorum; Minutes
4.2.1 Notice and Calls of Meetings. A notice of each meeting of this Chapter, stating the time and place thereof, shall be served by the Secretary on every member, by mailing it to the address of such member on file with the Secretary. The notices of each regular meeting, and the call and notice of each special meeting, shall be served at least seven calendar days before the date fixed for the meeting, unless a longer notice shall be required by law, and the time of serving shall be deemed to be the date on which the notice or the call and notice was mailed prior to the meeting.
4.2.2 Quorum at Meetings. A quorum shall be necessary for the transaction of any business at a meeting of this Chapter. Unless otherwise required by law, a quorum shall be ten percent of the total number of the assigned members of this Chapter.
4.2.3 Minutes of Meetings. Written minutes of every meeting of this Chapter, recording the matter before the meeting and every action taken thereat, shall be kept by the Secretary in the Book of Minutes of this Chapter. The minutes of each meeting shall be signed by the Secretary and approved at a subsequent meeting of this Chapter.
4.3 Decisions at Meetings; Eligibility for Voting
4.3.1 Majority Vote. Every decision at a meeting shall be by a majority vote of those present and eligible to vote, unless otherwise required by these Bylaws.
4.3.2 Roll Call Vote. A roll call vote shall be taken whenever one-third of the voting members present shall so require.
4.3.3 Proxies. Unless otherwise required by law, there shall be no voting by proxy at a meeting of this Chapter, except that any vote may be taken by an absentee ballot as provided in Paragraph 4.4.3.
4.3.4 Limitations on Voting Eligibility. Only assigned members in good standing may vote on the following matters:
1. Amendments to these Bylaws relating to assigned members;
2. Matters so designated elsewhere in these Bylaws;
3. Elections of Chapter officials and directors; Institute Directors; delegates to meetings of the Institute; and representative to the State Organization;
4. Instructions to delegates;
5. Any matters relating to membership, such as passing on admission of applicants;
6. Chapter dues and assessments of assigned members, except that voting on dues and assessments for Institute members shall be limited to Institute members;
7. Other matters relating to the government, meetings, affiliates, budget and finances of the Institute and this Chapter;
8. All other matters so ruled by the Chair, such rulings being reversible only by a two-thirds vote of the assigned members present and voting at the meeting.
4.4 Election of Officers and Directors
4.4.1 Nominating Committee. The executive Committee shall select a nominating committee at least three months prior to the date fixed for the annual meeting of the Chapter. The nominating committee shall consist of three assigned members of the Chapter. Not more than one member of the Executive Committee shall serve on the nominating committee.
4.4.2 Nominations. Nominations for each office, and for each directorship of this Chapter about to become vacant shall be made from members in good standing as follows:
1. Nominations shall be made by the nominating committee; however, additional nominations may be made by petition. No nominations will be accepted after twenty days prior to the annual meeting or from the floor at the meeting.
1. The nominating committee shall make one or more nominations each for the office of vice president/president-elect, secretary, treasurer, four Chapter directors and Chapter AIA / KENTUCKY Director.
1. The nominating committee shall present its report to the members at least thirty days prior to the annual meeting.
1. Additional nominations may be made by petition, in writing, filed with the Secretary at least twenty days prior to the annual meeting. Each petition shall contain the names of at least five Institute members on good standing. The Secretary shall check all petitions and certify as to their validity to the nominating committee. Petitions that do not comply with the mandatory requirements shall be returned to the senders with reason.
1. The nominations of the nominating committee and any valid nominations by petition shall be published in the bulletin of the Chapter proceeding the annual meeting.
1. The nominating committee shall present its report to the annual meeting, after which the presiding officer shall order the balloting.
4.4.3 Voting; When Required. If there is only one nominee for any office or directorship, the Secretary may be directed by the meeting to cast a ballot for the full number of votes of the meeting for the said nominee, whereupon the president shall declare to be elected by acclamation. Otherwise the name of each nominee for each office and each directorship shall be placed by the Secretary on ballots for the voting thereof by the meeting. Absentee ballots may by submitted if members are unable to attend and delivers their ballots, properly signed, to the Secretary prior to the election. Such voting shall be by secret ballot in accordance with the procedure prescribed therefor by law and the provisions of Paragraph 4.5.
4.5 Balloting Procedures
4.5.1 Tellers. Balloting shall be in charge of three tellers appointed by the President, who shall be assigned members qualified to vote at the meeting, and who shall tally the qualified votes for each nominee, tabulate the results and immediately notify the Secretary thereof.
4.5.2 Results. The President shall announce to the meeting the results of all balloting, and shall declare all elections.
4.5.3 Election. The nominee for an office or directorship who receives a plurality of the ballots cast for the office or directorship shall be elected thereto.
4.5.4 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 run-off election shall be elected to the office.
ARTICLE 5. THE EXECUTIVE COMMITTEE
5.1 Membership of Executive Committee. The Executive Committee shall consist of the officers and five directors (four Chapter directors and Chapter AIA / Kentucky Directors – immediate Past President,) each of whom shall be an assigned member of this Chapter.
5.2. Authority of Executive Committee
5.2.1 Powers. The management, direction, control and administration of the property, affairs and business of this Chapter shall be vested in the Executive Committee, which shall exercise all authority, rights and powers granted to it by the laws of the State of Kentucky and by these Bylaws.
5.2.2 Custodianship. The Executive Committee shall be and act as the Custodian of the properties and interest of this Chapter except those specifically placed by these Bylaws in the custody of or under the administration of the Treasurer. Within the appropriations made therefor, the Executive Committee shall do all things required and permitted by these Bylaws to forward the objects of this Chapter.
5.3 Terms of Office of Officers and Directors.
5.3.1 Term. The term of office of each officer and for the AIA / KENTUCKY director shall be one year; the term for chapter directors shall be two years with two directors alternating terms each year. Each shall serve until a successor has qualified.
5.3.2 Vacancies. If a vacancy occurs in membership of the Executive Committee other than on account of regular expiration of a term of office, the Executive Committee shall fill the vacancy for the unexpired term of office. If the office of President becomes vacant the Vice President/President-Elect shall become President and shall complete the unexpired term and continue to serve as President the following year. If both become vacant, the Executive Committee shall elect an acting President from the officers serving or elected to serve at the time the vacancy occurs to serve until the next annual meeting of the Chapter.
5.4 Meetings of the Executive Committee
5.4.1 Meetings Required. The Executive Committee must actually meet in a regular or special meeting in order to transact business.
5.4.2 Regular Meetings of the Executive Committee. The Executive Committee shall hold a regular meeting monthly or at the time and place last determined by it.
5.4.3 Special Meetings. A special meeting of the Executive Committee shall be held if requested in writing by a majority of the members of the Executive Committee, or at the call of the president. The Secretary shall issue a written call and notice of each special meeting, stating the time, place and purpose of the meeting and the business to be transacted thereat, and only the business stated in the call and notice shall be transacted at the special meeting.
5.4.4 Officer Pro Tem. In the absence of the President and Vice President, the Secretary, or the Treasurer; the Executive Committee shall elect from its membership a chairman pro tem, a secretary pro tem or a treasurer pro tem, as the case may be. Each such officer shall serve until the regular elected officer is able to act, and during such period shall preform the duties and exercise the power and authority of the office.
5.5 Notice and Calls of Meetings.
5.5.1 Notice Required. Every call or notice of a regular or special meeting of the Executive Committee shall be served not less than three days before the date fixed for the meeting.
5.5.2 Waiver of Notice. Either the call and notice or any limitations as to the business to be transacted, or both maybe waived by written consent of every member of the Executive Committee.
5.5.3 Irregularity in or Failure of Notice. Any irregularity in or failure of notice of a regular meeting of the Executive Committee shall not invalidate the meeting or action take thereat.
5.6 Quorum at Meetings; Decisions; Minutes
5.6.1 Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of its business and, if a quorum is not present, those present may adjourn the meeting from day to day, or to a later date.
5.6.2 Decisions of the Executive Committee. Every decision of the Executive Committee shall be by a concurring majority vote, unless otherwise required by these bylaws or by law.
5.6.3 Minutes. Written minutes of every meeting of the Executive Committee, recording the members in attendance, the matters before the meeting and every action taken thereat shall be kept by the Secretary in the Book of Minutes of this Chapter. The minutes of each meeting shall be signed by the President or other officer who presided at the meeting.
5.7 Reports of the Executive Committee.
5.7.1 Report to Members. The Executive Committee shall render a full report in writing to each annual meeting of this Chapter of the condition, interests, activities and accomplishments of this Chapter, making such recommendations with respect thereto as it deems proper.
5.7.2 Report to Institute. The Executive Committee or the Secretary shall make a written report to the Institute at such times as the Institute requests, of the matters and in the form required by it.
ARTICLE 6. OFFICERS
6.1 Officers. The officers of this Chapter shall include a President, Vice President/President-Elect, a Secretary and a Treasurer.
6.2 The President
6.2.1 Duties. The President shall exercise general supervision over the affairs of this Chapter, except such thereof as are placed by these Bylaws or the Executive Committee under the administration and supervision of the Secretary or the Treasurer, and shall preside at meetings of this Chapter and of the Executive Committee; shall sign all contracts and agreements to which this Chapter is a party and shall preform all other duties usual and incidental to the office.
6.2.2 Authority. The President shall act as spokesperson of this Chapter and as its 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.
6.2.3 The President shall serve as a Chapter AIA / KENTUCKY director.
6.3 The Vice President/President-Elect.
6.3.1 Duties. The Vice President/President-Elect shall possess all the powers and perform all the duties of the President in the event of the absence of the President or of the Presidentís disability, refusal, or failure to act, and shall perform such other duties as are properly assigned by the Executive Committee or the president.
6.3.2 Succession. The Vice President/President-Elect shall succeed to the office of President upon expiration of the term of office of the President.
6.3.3 The Vice President/President-Elect shall serve as a Chapter AIA / KENTUCKY Director.
6.4 The Secretary.
6.4.1 Duties. The Secretary shall act as the recording and corresponding secretary and as secretary of meetings of this Chapter and of the Executive Committee; have custody of and shall safeguard and keep in good order all property of this Chapter, except property that is placed under the charge of the Treasurer; issue all notices of this Chapter; keep its membership roll; sign all instruments and matters that require the attestation or approval of this Chapter, except as otherwise provided in these Bylaws; keep its seal and affix it on such instruments as require it; prepare the reports of the Executive Committee and this Chapter; in collaboration with the President, have charge of all matters pertaining to the meetings of this Chapter; and shall perform all other duties usual and incidental of the office.
6.4.2 Delegation of Authority. The Secretary may delegate to an assistant secretary the actual performance of any or all duties as recording or as corresponding secretary, but shall not delegate responsibility for the property of this Chapter, or the making of any attestation or certification required to be given by the Secretary, or the signing of any document requiring the signature of the Secretary.
6.5 The Treasurer
6.5.1 Duties. The Treasurer shall have charge and shall exercise general supervision of 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 shall perform all duties usual and incidental to the office.
6.5.2 Reports. The Treasurer shall make a written report to each annual meeting of this Chapter and a written report to each regular meeting of the Executive Committee. Each of said reports shall set forth the financial condition of this Chapter, and its income and expenditures for the period of the report, and the Treasurerís recommendations on matters relating to the finances and general welfare of this Chapter.
6.5.3 Delegation of Authority. The Treasurer shall not authorize any person to sign any order, statement, agreement, check or other financial instrument of this Chapter that requires the signature of the Treasurer, unless such delegation is expressly permitted in these Bylaws.
6.5.4 Succession. When a new Treasurer takes office, the retiring Treasurer shall turn over to the successor a copy of the closing financial statement and audit, all the records and books of account, and all monies, securities, and other valuable items and papers belonging to this Chapter that are in the Treasurerís custody and possession. The incoming Treasurer shall check the same, and found correct, shall give to the retiring Treasurer a receipt therefore and a complete release of the retiring Treasurer from future liability.
6.5.5 Liability. The Treasurer shall not be personally liable for any loss of money or funds of this Chapter or for any decrease in the Chapter, 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.
ARTICLE 7 DUES, FEES, ASSESSMENTS AND FINANCES
7.1 Annual Dues
7.1.1 Amount of Annual Dues and Admission Fees. The members at an annual or other duty called meeting of the Chapter 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. Notice of the intention to fix the annual dues and admission fees shall be mailed to every member not less than 30 days prior to the meeting of this Chapter at which the dues and admission fees are to be voted on. Members shall fix the fix the annual dues and admission fees by the concurring vote of not less than two-thirds of the total number of the assigned members present at the meeting.
7.1.2 Period and Due Date of Annual Dues. Annual dues shall cover a calendar year, and shall be due and payable, in full, on or before January 15 of each year.
7.1.3 Allocation of First Annual Due. If an assigned or affiliate member is admitted at any time during the first quarter of a fiscal year, the Treasurer shall allocate the entire annual dues as dues for the year of the admission; if such a member is admitted during the second quarter of the fiscal year, the Treasurer shall allocate an amount equal to seventy-five percent of the prepaid annual dues as dues for the year of admission and the remainder as a prepaid installment of the annual dues for the next succeeding year; and if the member is admitted during the last quarter of the fiscal year, the Treasurer shall allocate an amount equal to twenty-five percent of the prepaid annual dues as dues for the year of the admission and the remainder as a prepaid installment of the annual dues for the next succeeding fiscal year.
7.1.4 Individual Exemption from Payment of Dues. A member of this Chapter who is exempted from the payment of dues to the Institute shall be exempted from payment of annual dues to this Chapter.
7.1.5 Individual Remission of Annual Dues. The Executive Committee, by the concurring vote of all but one of its members may, in exceptional instances and under exceptional circumstances and for what it deems adequate cause, remit the annual dues of any member in whole or in part for any year, and such remission may be made retroactive.
7.2.1 Authority. This Chapter, by the concurring vote of not less than two-thirds of the total number of the assigned Institute members present at a meeting, may levy an assessment on its assigned Institute members; by the concurring vote of not less than two-thirds of the total number of its assigned members present at a meeting may levy an assessment on its associate members; and by the concurring vote of not less than two-thirds of the total number of its members may levy assessment on its affiliate members. The amount of the assessment on each member, respectively, in any fiscal year, shall not exceed 200 percent of the amount of annual dues required to be paid by such member for that year.
7.2.2 Notice of Assessment. Notice of the intention to levy an assessment stating the amount of and the reasons and necessity for the assessment, when it shall be payable, and the time within which it must be paid before a member will be in default for nonpayment, shall be mailed to every member not less than 30 days prior to the meeting of this Chapter at which the proposed assessment is to be voted on.
7.2.3 Individual Remission of Assessment. The Executive Committee, by the concurring vote of all but one of its members may, in exceptional instances and under exceptional circumstances and for what it deems adequate cause, remit an assessment of any member in whole or in part for any year, and such remission may be made retroactive.
7.3 Defaults of Annual Dues and Assessments
7.3.1 Due Date for Annual Dues. Every member who has not paid the entire amount of the required annual dues for the current year on or before February 28 of said year shall be in default for the unpaid amount.
7.3.2 Due Date for Assessments. Every member who has not paid the entire amount of an assessment on or before the date fixed for payment shall be in default for the unpaid amount.
7.3.3 Notice of Default to Member. Every member who is in default to this Chapter shall be given thirty days notice in writing of impending termination because of said default.
7.3.4 Notice of Default to the Institute. At the end of the first three months period of each fiscal year, at the end of each fiscal year, and at such other times as the Institute requests, the 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 each default. When any such default is cured, the Secretary shall immediately notify the Institute Secretary.
7.4 Termination of Suspension for Default of Dues or Assessments.
7.4.1 Assigned Members. If an assigned member is in default to this Chapter for nonpayment of dues and assessment on March 31, the Secretary shall so advise the Institute Secretary, and request termination of that membership.
7.4.2 Unassigned Members and Affiliates. If an unassigned member or affiliate member is in default to this Chapter for nonpayment of dues and assessment on March 31, 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.
7.5.1 Budgets and Appropriations. Prior to the beginning of every fiscal year, the Executive Committee by the concurring vote of two-thirds of its total membership shall adopt an annual budget showing in detail the anticipated income and expenditures of this Chapter for the immediately succeeding year, make annual appropriations and authorize expenditures in accordance with the budget, and authorize the Treasurer to pay the authorized expenditures when due.
7.5.2 The Executive Committee shall not adopt any budget, make any appropriations nor authorize any expenditures which, in the aggregate, will exceed the net anticipated income for the fiscal year, unless authorized at a Chapter meeting by a vote of two-thirds of the voting members present and voting.
7.5.3 The Executive Committee, within the aggregate expenditures provided in the budget, may adjust any item of budgeted expense and change appropriations accordingly, and may transfer income additional to budgeted amounts to accumulated capital reserve.
7.5.4 Audits. Whenever a new Treasurer is elected, and after the close of the fiscal year, the books of the Treasurer and the rolls of this Chapter shall be audited by an Audit Committee appointed by the Executive Committee.
7.5.5 Fiscal Year. The fiscal year of this Chapter shall be from January 1 through December 31.
ARTICLE 8 PROPERTY< RIGHTS AND PRIVILEGES
8.1 Acquisition of Property
8.1.1 Authority. In order to carry on its affairs and exercise its powers this Chapter may acquire real and personal property of its own use, but shall not execute any chattel mortgage.
8.1.2 Gifts. Only the Executive Committee shall have any right or authority to solicit or accept any gift, bequest or devise for or on behalf of this Chapter; it shall not accept any gift, bequest or devise if it will not promote the objects an
8.2 Dividends Prohibited. An unencumbered balance of income at the close of a fiscal year shall never be distributed as profits, dividends or otherwise to the member of this Chapter.
8.3 Institute Property Interests. This Chapter shall not have any title to or interest in any property of the Institute nor be liable for any debt or other pecuniary obligation of the Institute. The Institute shall not have any title to or interest in the property of this Chapter, and the Institute shall not be liable for any debt or other obligation of this Chapter.
8.4 Suspension of Interests, Rights and Privileges; Good Standing Defined. A member is not in good standing and shall be under suspension if and while in default of dues or other obligations to either this Chapter or the Institute. Immediately upon the suspension of a member, the memberís rights in this Chapter and the Institute are withdrawn until the member is restored to good standing, except that periodical publications and other regular mailings may be continued if dues are paid.
ARTICLE 9. COMMITTEES
9.1 Composition. The committees, their membership, term of office, and duties shall be as determined by the Executive Committee. The membership, term of office and duties of each committee shall be prescribed by the body that established it, but the Executive Committee may assign additional duties to any committee at any time.
9.2 Committee Members. The members and the chair of every committee shall be selected by the Executive Committee.
9.3 Reports. Every Committee shall make an annual report to the Executive Committee at the close of its work, and at such other times as the Executive Committee directs.
ARTICLE 10 PROFESSIONS CONDUCT AND DISCIPLINE
ARTICLE 11 AFFILIATION AND ENDORSEMENTS
11.1 Affiliations with Other Organizations. This Chapter shall not form nor enter into any affiliation with any individual, nor with organization that is not a component of the Institute.
11.2 Endorsements of Materials Prohibited. Neither this Chapter, nor the Executive Committee, any Chapter committee, nor any of its officers, directors, committee members or employees, in an official capacity as such, shall approve, sponsor or endorse, either directly or indirectly, any material of construction or any method or manner of handling, using, distribution or dealing in any material or product.
11.3 Endorsement Prohibited. Neither this Chapter, nor the Executive Committee, any Chapter committee, nor any of its officers, directors, committee members or employees, in an official capacity as such, shall approve, sponsor or endorse, either directly or indirectly, any public or private enterprise operated for profit, or any material of construction or of any method or manner of handling, using, distributing or dealing in any material or product.
ARTICLE 12 GENERAL PROVISIONS
12.1 Records Open to Members. This correspondence and the minute books, the Treasurerís books of account and the Secretaryís records of this Chapter, except confidential matters relating to membership applications, and bestowal of honorary membership, shall be open to inspection by any member of this Chapter in good standing.
12.2 Parliamentary Authority. The rules contained in Robertís ìRules of Order Newly Revisedî shall supplement the rules and regulations adopted by this Chapter and shall govern this Chapter, the Executive Committee, and the Chapter committees in all cases in which the said Rules of Order are applicable and insofar as they are not consistent or in conflict with law, the Bylaws, or the rules and regulations adopted by this Chapter or by the Executive Committee.
12.3 Liability and Indemnification
12.3.1 Liability. In the absence of misconduct, fraud or bad faith, the present and former officers, directors and employees of this Chapter shall not be personally liable for its debts, obligations or liabilities.
12.3.2 Indemnification. To the greatest extent authorized or permitted by law, this Chapter shall defend, indemnify and hold harmless any person from and against any and all liability, settlements, costs and expenses, including attorneysí fees, actually and necessarily incurred in connection with or resulting from defense or appeal of any civil or criminal action, suit or proceeding in which such person may become involved as a party, witness or otherwise by reason of such personís position as a present or former office, director or employee of this Chapter or in any other capacity at the request of the Chapter; provided that such person shall have acted in good faith for a purpose which he or she reasonable believed to be in the best interests of this Chapter; has discharged the duties of his or her position with that degree of diligence, care and skill which ordinarily prudent person would exercise under similar circumstances in like positions or had acted on the advice of council; and in criminal actions or proceedings, shall have had no reasonable cause to believe his or her conduct to be unlawful.
ARTICLE 13 AMENDMENTS
13.1 Amendments at Meetings of this Chapter
13.1.1 Notice of Proposed Amendments. These Bylaws may be amended at any meeting of this Chapter, provided that a notice stating the purpose of each proposed amendment and the reason therefore and a copy of the proposed amendment is sent to every member eligible to vote on the amendment not less than fifteen days prior to the date of meeting and which the proposed amendment is to be considered.
13.1.2 Bylaws Relating to Assigned Members. It shall require vote of not less than two-thirds of the assigned member of this Chapter who are present at the meeting to amend bylaw relating to such assigned member.
13.2 Amendments by the Executive Committee
13.2.1 Conformity with Institute Bylaws. The Executive Committee without action by a meeting of this Chapter shall amend any of these Bylaws as may be necessary for conformity with the 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.