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(Adopted September 17, 1998)
(Including amendments of November 13, 2002)
For a PDF of the By Laws, click here.
ARTICLE 1
ORGANIZATION, COMPOSITION, AND GENERAL POWERS
1.1 NAME
1.1.1 The name of the Organization is the American Institute of Architects
New England (AIA/NE).
1.1.2 In these Bylaws, this Organization is referred to as AIA/NE, the
governing body as the Board of Directors or Board; The American
Institute of Architects as the Institute; and the Board of Directors of
the Institute as the Institute Board.
1.2 GOALS
1.2.1 The Goals of AIA/NE are: to promote communication among its
Components; to promote Regional interests to the Institute through the
Regional Directors; and to promote leadership within the profession and
our
society.
1.3 POWERS
1.3.1 No act of AIA/NE shall directly or indirectly nullify or contravene
any act or policy of the Institute.
1.3.2 AIA/NE may levy and collect annual dues from its Component members.
1.4 ORGANIZATION
1.4.1 AIA/NE is a nonprofit, self-governing, incorporated membership
association.
ARTICLE 2
MEMBERSHIP
2.1 GENERAL
2.1.1 All Components of the Institute in the states of Connecticut,
Massachusetts, Maine, New Hampshire, Rhode Island, and Vermont are
members of AIA/NE. A Component shall be defined as a local or state
chapter or council of the Institute duly constituted in accordance with
the requirements of the Institute.
2.1.2 Annual Dues: Every Component member of AIA/NE shall pay the fixed
annual dues of AIA/NE as determined by the AIA/NE Board of Directors.
2.2 REPRESENTATION
2.2.1 Each Component shall be represented in AIA/NE by its elected
President or designee. Each Component shall have one (1) vote in all
AIA/NE business.
ARTICLE 3
BOARD OF DIRECTORS
3.1 MEMBERSHIP
3.1.1 The Board of Directors shall be composed of the Regional
Directors, the officers of AIA/NE, the President of each Component (or
designated representative), the Executive Director (ex-officio), and
the Regional Director of the AIA Associates Committee. With the
exception of the Executive Director, each shall be entitled to cast one
vote.
3.1.2 Vacancies:
3.1.2.1 Officers and Directors: If a vacancy occurs in the membership
of the Board of Directors, other than on account of the regular
expiration of a term of office, the Board of Directors shall appoint a
replacement for the unexpired term.
3.1.2.2 Component President: If a vacancy occurs in the membership of
the Board of Directors, other than on account of the regular expiration
of a term of office and other than the vacancy or vacancies described
in subsection 3.1.2.1 above, the individual Component shall fill the
vacancy for the unexpired term.
3.2 AUTHORITY
3.2.1 Powers: The management, direction, control, and administration of
the property, affairs, and business of AIA/NE shall be vested in the
Board of Directors, which shall exercise all authority, rights, and
powers granted to it by law, by the Institute, and by these Bylaws.
3.2.2 Custodianship: The Board of Directors shall be and act as the
custodian of the properties and interests of AIA/NE. Within the
appropriations made therefor, the Board of Directors shall do all
things required and permitted by these Bylaws to forward the Goals of
AIA/NE.
3.2.3 Delegation of Authority: The Board of Directors shall not
delegate any of the authority, rights, or power conferred by law or
these Bylaws except as provided in subsection 3.3.1 below.
3.3 EXECUTIVE DIRECTOR
3.3.1 The Board of Directors may employ an Executive Director and
establish his/her compensation. It may designate the Executive Director
an assistant secretary/treasurer and the Executive Director shall
assume such responsibilities and duties of those and other offices as
may be delegated under these Bylaws. The Executive Director shall be
directly responsible to the Board of Directors, shall act for the
secretary/treasurer and attend all meetings of the Board of Directors
except when the position is under discussion
ARTICLE 4
OFFICERS
4.1 OFFICERS
4.1.1 The officers of AIA/NE shall include a President,
President-Elect, and a Secretary/Treasurer. The term of office of each
officer shall be one (1) year.
4.1.2 The officers described in subsection 4.1.1 above shall constitute
the Executive Committee, which may be authorized to act on behalf of
the Board as the Board itself determines appropriate.
4.2 PRESIDENT
4.2.1 The President shall be responsible for all contracts and
agreements to which AIA/NE is a party, have charge of and exercise
general supervision over the offices and employees of AIA/NE, and shall
perform all other duties usual and incidental to the office.
4.2.2 The President shall act as spokesperson for AIA/NE and as its
representative at meetings with other organizations and committees
unless otherwise delegated by the Board of Directors. The President
shall not obligate or commit AIA/NE unless the obligation or commitment
has been specifically authorized by the Board of Directors.
4.3 VICE-PRESIDENT/PRESIDENT ELECT
4.3.1 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
Board of Directors to the President. The Vice-President shall
automatically assume the presidency in his/her second year after
joining the Board as Vice-President.
4.4 SECRETARY/TREASURER
4.4.1 The Secretary/Treasurer shall act as the recording and
corresponding Secretary and as Secretary of the meetings of AIA/NE and
of the Board of Directors; have custody of and shall safeguard and keep
in good order all property of AIA/NE; issue all Notices of AIA/NE; keep
its membership roll; sign all instruments and matters that require the
attestation or approval of AIA/NE, except as otherwise provided in
these Bylaws; prepare the reports of the Board of Directors and AIA/NE;
in collaboration with the President, have charge of all matters
pertaining to the meetings of AIA/NE and shall perform all other duties
usual and incidental to the office of Secretary.
4.4.2 The Secretary/Treasurer shall have charge and shall exercise
general supervision of the financial affairs and keep the records and
books of account of AIA/NE; prepare the budgets, collect amounts due
AIA/NE, and give receipts for and have the custody of its funds and
monies and make all disbursement of funds; have custody of its
securities and of its instruments and papers involving finances and
financial commitments; conduct the correspondence related to the
office; and shall perform all duties usual and incidental to the office
of Treasurer.
4.4.3 Reports: The Secretary/Treasurer shall make a written report to
each annual meeting of AIA/NE and at each regular meeting of the Board
of Directors. Each report shall set forth the financial condition of
AIA/NE and its income and expenditures for the period of the report and
recommendations on matters relating to the finances and general welfare
of AIA/NE.
4.4.4 Delegation of Authority: The Secretary/Treasurer may delegate to
the Executive Director the actual performance of any or all duties as
Secretary/Treasurer, but shall not designate responsibility for the
property of AIA/NE, or the making of any attestation or certification
required to be given by the Secretary, or the signing of an order,
statement, agreement, or the signing of any document requiring the
signature of the Secretary/Treasurer.
4.4.5 Liability: The Secretary/Treasurer shall not be personally liable
for any loss of money of funds of AIA/NE 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.
ARTICLE 5
MEETINGS
5.1 ANNUAL MEETINGS
5.1.1 AIA/NE shall hold an Annual Meeting in each year for the purpose
of nominating and electing a President, Vice-President/President-elect,
and the Regional Directors of the Institute to succeed those whose
terms are about to expire and for the transaction of such other
business as may be appropriate.
5.1.2 The location of the Annual Meeting will rotate among the
Component members and each year the host Component shall administer the
Annual Meeting, shall assume responsibility for the collection of all
revenues and payment of all expenses related to the Annual Meeting, and
shall pay AIA New England a host’s fee of $2,000.
5.2 OTHER MEETINGS
5.2. Other meetings will be held prior to the scheduled Institute Board
meetings, or at the call of the President, or by a two-thirds (2/3)
vote of the Board of Directors. All meetings are open to all Institute
members in New England; to New England representatives of
special-interest and special-constituency Institute groups such as the
national Professional Interest Areas (PIAs), the National Associates
Committee (NAC), the national Young Architects Forum (YAF), the AIA
College of Fellows, the Council of Architectural Component Executives
(CACE), and the American Institute of Architecture Students (AIAS); to
New England representatives of related professional associations such
as the National Organization of Minority Architects (NOMA) and the
Organization of Gay and Lesbian Architects and Designers (OGLAD); and
to all others the Board chooses to engage in the advocacy and
furtherance of the interests of AIA New England.
5.3 NOTICE; QUORUM; MINUTES
5.3.1 Notices of Meetings: A notice of each meeting, stating the time
and place thereof, shall be served by the Secretary or Executive
Director on every Component at least seven (7) calendar days before the
date fixed for the meeting, unless a longer notice is required herein
or by law, and the time of serving shall be deemed to be the date on
which the notice is mailed.
5.3.2 Quorum: A quorum shall be necessary for the transaction of any
business at a meeting. Unless otherwise required by law, a quorum shall
be a simple majority of the AIA/NE Components.
5.3.3 Minutes: Written minutes of every meeting, recording the matters
before the meeting and every action taken thereat, shall be kept by the
Secretary or Executive Director. The minutes shall be approved at the
following meeting of AIA/NE.
5.4 DECISIONS AT MEETINGS
5.4.1 Majority vote: Every decision at a meeting shall be by a majority
vote of those present and eligible to vote, unless otherwise required
herein.
5.4.2 Proxies: Unless otherwise required by law, or as previously
stated there shall be no voting by proxy at a meeting.
5.5 ELECTIONS
5.5.1 Intent: It is the intent of AIA/NE to nominate the most qualified
candidates to serve as regional directors representing the New England
region on the Institute Board. It is further the intent of AIA/NE to
nominate the most qualified officers to conduct the organization's
business. The candidates are required to be licensed architects and
Institute members in good standing of the American Institute of
Architects/New England.
5.5.2 Nominations: Nominations for President, Vice-President/
President-elect, and Regional Directors of the Institute shall be made
by the Nominating Committee prior to the Annual Meeting. Notice thereof
shall be included with the Notice of the Annual Meeting which shall be
mailed to each Component not fewer than thirty (30) days prior to the
date of the meeting. Additional nominations also may be made from the
floor by a Component at the Annual Meeting, provided that such
nominations are seconded by two (2) other Components and that the
Nominee has indicated a willingness to serve.
5.5.2.1 Nomination Guidelines: One of the Regional Directors shall be a
BSA or AIA/CT member and the other director shall be a member of one of
the other Components. The Vice-President/President-elect may be a
member of any of the AIA/NE Components.
5.5.2.2 The intent of the above guidelines is to assure equal
representation at the Regional Director level between the two larger
Components (BSA & AIA/CT) and the other, less populous Components
so that the entire region will be represented. It is further the intent
to elect the most qualified regional candidate as
Vice-President/President-elect.
5.5.2.3 The Secretary/Treasurer will be elected by the Board of
Directors from the Component Presidents or their designated
representatives.
5.5.3 Voting; When Required: If there is only one nominee for any
elective office, the President may cast a ballot for the full number of
votes of those attending the meeting for the said nominee and shall
declare the nominee to be elected by acclamation. Otherwise the name of
each nominee shall be placed on ballots for voting at the meeting.
5.5.4 Voting; Procedures:
5.5.4.1 Results: The President shall announce at the meeting the
results of all balloting and shall declare all elections.
5.5.4.2 Elections: The nominee for any elective office who receives a
majority of the ballots cast shall be elected thereto.
5.5.4.3 Tie Votes: In the event of a tie vote, the list of nominees for
each elective 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 thereto. In the event of a further tie vote, the
remaining nominees shall have their names drawn by lot.
5.5.5 Nominating Committee:
5.5.5.1 The Nominating Committee shall be constituted as described in section 6.1.3.1 below.
ARTICLE 6
COMMITTEES
6.1 GENERAL
6.1.1 Composition: The committees, their membership, terms of office,
and duties shall be as determined by the Board of Directors or as
prescribed herein. The members and chair of every committee shall be
selected by and serve at the pleasure of the Board of Directors.
6.1.2 Reports: Every committee shall make an annual report to the Board
of Directors and at such other times as the Board of Directors directs.
6.1.3 Standing Committees: There shall be one (1) standing committee: the Nominating Committee.
6.1.3.1 Nominating Committee: This Committee shall consist of the
National Directors and the current President of AIA/NE, who shall chair
the Committee.
ARTICLE 7
DUES
7.1 ANNUAL DUES AND FINANCES
7.1.1 Amount: The Board of Directors may fix, prior to the Annual
Meeting, the annual dues to be paid by each Component for the
immediately succeeding fiscal year. The basis of the dues shall be an
amount per Institute member to be estimated at each Annual Meeting and
established as the actual number of Institute members per Component at
the time of final annual payment. Dues shall be paid annually on the
first day of the fiscal year or quarterly on the first day of each
Calendar quarter.
7.1.2 Budgets: Prior to the Annual Meeting, the Board of Directors by
the concurring vote of two-thirds (2/3) of its total membership shall
adopt an annual budget showing in detail the anticipated income and
expenditures of AIA/NE for the immediately succeeding year, make annual
appropriations and authorize expenditures in accordance with the budget
and authorize the Secretary/Treasurer to pay the authorized
expenditures when due.
7.1.3 Fiscal Year: The fiscal year of AIA/NE shall be January 1 through December 31 of any calendar year.
ARTICLE 8
GENERAL PROVISIONS
8.1 EXECUTIVE OFFICE
8.1.1 The Executive Offices of AIA/NE shall be located as determined by the Board of Directors.
8.2 RECORDS OPEN TO MEMBERS
8.2.1 The correspondence and minutes, books of account and the
Secretary/Treasurer=s records of AIA/NE, except confidential matters
relating to membership and employment, shall be open to inspection at
the Executive Offices of AIA/NE during the business hours fixed by the
Board of Directors, by any member of any Component.
8.3 PARLIAMENTARY AUTHORITY
8.3.1 The rules contained in Roberts Rules of Order most recently
revised issue shall supplement the rules and regulations adopted by
AIA/NE and shall govern the Board of Directors, and AIA/NE 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, these
Bylaws, or the rules and regulations adopted by AIA/NE or the Board of
Directors.
8.4 COUNSEL
8.4.1 The Board of Directors at its sole discretion may obtain the
written opinion of counsel on all procedures concerning all agreements
and concerning any amendments to these Bylaws.
8.5 LIABILITY, INDEMNIFICATION, AND INSURANCE
8.5.1 Liability: In the absence of misconduct, fraud, or bad faith, the
present and former officers, directors, and employees of AIA/NE shall
not be personally liable for its debts, obligations, or liabilities.
8.5.2 Indemnifications: To the greatest extent authorized or permitted
by law, AIA/NE shall defend, indemnify, and hold harmless any person
from and against any and all liability, settlements, costs, and
expenses including attorney fees, actually and necessarily incurred in
connection with or resulting from the defense or appeal of any civil or
criminal action, suit, or proceeding in which such person=s position as
a present or former officer, director or employee of AIA/NE or in any
other capacity at the request of AIA/NE, provided that such person
shall have acted in good faith for a purpose which he/she reasonably
believed to be in the best interests of AIA/NE, has discharged the
duties of his/her position with that degree of diligence, care, and
skill which ordinarily prudent persons would exercise under similar
circumstances in like positions or has acted on the advice of counsel;
and, in criminal actions or proceedings, shall have had no reasonable
cause to believe his/her conduct to be unlawful.
8.5.3 Insurance: The Board of Directors may authorize the purchase and
maintenance by AIA/NE of such insurance on behalf of the present and
former officers, directors, employees, and persons acting in any other
capacity at the request of AIA/NE as may protect them against any
liability asserted against them in such capacity whether or not AIA/NE
would have the power to indemnify such persons under applicable law.
8.6 PUBLICATIONS
8.6.1 The Board of Directors may prepare, edit, publish, print, sell,
or otherwise distribute any printed or electronic document, book, data,
information, or other literature concerning any matter that will tend
to promote the objects of AIA/NE. The publication of official AIA/NE
notices in any official bulletin of communication with the members
shall satisfy the requirements of these Bylaws regarding publication,
provided that the official bulletin of communication be mailed on a
date which meets the requirements specified in these Bylaws.
8.7 REIMBURSEMENT
8.7.1 The Board of Directors may reimburse the officers and directors
or any designated member or employee of AIA/NE for expenses incurred in
carrying out their assigned duties. Normal reimbursable expenses shall
include, but not be limited to, long-distance telephone calls, postage,
reproduction, secretarial services at direct payroll costs, and
automobile mileage at a predetermined rate per mile. All reimbursable
expenses must be supported by invoices and/or receipts and be approved
by the Secretary/Treasurer for payment; the Treasurer=s own
reimbursement claims shall be approved by the President.
8.8 DISSOLUTION
8.8.1 In the event of dissolution of AIA/NE all remaining assets after
payment of all due debts, shall be paid to the successor organization,
if any, or in the absence thereof, to the regional chapters on a
prorated by membership basis or to the Institute or another duly
authorized charitable organization as deemed appropriate by the Board
of Directors. All records of AIA/NE shall be forwarded to the successor
organization, if any, or in the absence thereof, to the Institute.
ARTICLE 9
AMENDMENTS
9.1 AMENDMENTS AT MEETINGS OF AIA/NE
9.9.1 Notice: These Bylaws may be amended at any meeting of AIA/NE
provided that a notice stating the purpose of each proposed amendment
is sent to every Component not fewer than thirty (30) days prior to the
date of the meeting at which the proposed amendment is to be
considered. No amendment shall be considered for voting that would
directly or indirectly nullify or contravene any act or policy of the
Institute.
9.9.2 Voting: Passage shall require a vote of not less than two-thirds (2/3) of the member Components.
9.2 AMENDMENTS BY THE BOARD OF DIRECTORS
9.2.1 Conformity with the Institute Bylaws. The Board of Directors
without action by a meeting of AIA/NE, may amend any of these Bylaws as
may be necessary for conformity with Institute Bylaws. These Bylaws,
and the amendments to them, shall be forwarded, at the request of the
Secretary of the Institute, for review for conformity with Institute
Bylaws.
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