BYLAWS OF THE

AMERICAN INSTITUTE OF ARCHITECTS

CENTRAL ARIZONA CHAPTER

ARTICLE I.  ORGANIZATION

Section 1. Governing Authority 

The American Institute of Architects Central Arizona Chapter, composed of Membership as defined in Article Two of these Bylaws, is governed and operated in accordance with the laws of the State of Arizona, the state Corporate Charter, the Bylaws of the American institute of Architects, these Bylaws, and the instructions of the Chapter Executive Committee.

 Section 2. Powers

The Chapter shall have all of the powers and authority, which may be conferred upon non-profit corporations under provisions of the laws of the State of Arizona, and may engage in any legal activity which is in accordance with its objectives.

Section 3. Endorsements

Endorsements are governed by the Institute Bylaws.

Section 4. Student Chapters

The Chapter may establish and sponsor student Chapters in schools of architecture located within the territory of the Chapter under conditions established by the Institute with the concurrence of AIA Arizona.

Section 5. Definitions

In these Bylaws, the Central Arizona Chapter is referred to as the "Chapter," the governing board of the Chapter as the "Board of Directors," or "Board," the state organization as the "AIA Arizona," the regional organization as the "Western Mountain Regional Council." the American Institute of Architects as the "Institute," and the Board of Directors of the Institute as the "Institute Board."
 

ARTICLE II. MEMBERSHIP

Section 1. Categories

The Chapter shall consist of Members, Associate Members, Affiliate Members, and Honorary Members. Applicant's legal place of residence or place of business shall be within the Chapter territory.

Section 2. Members

Qualifications, admission requirements, Membership rights, privileges, termination, transfer, and readmission provisions are those stated in the Institute Bylaws.

Section 3. Affiliate Members

a. Affiliates are non-architects, and may serve on Chapter committees.  They may not hold Chapter office, print or permit to be printed or in any way use the name, title, initials, seal, symbol, or insignia of any Chapter or the Institute.

b. Affiliates shall be admitted to the Chapter under policy made by the Board and shall be approved for Membership by a 3/4 vote of the Board.  Affiliates must be sponsored by two Chapter Members.

c.  Affiliates may use "Affiliate Member AIA Central Arizona Chapter" as the manner to identify their Membership.

Section 4. Non-resident Status

All chapter Members may apply for non-resident status if their intended absence from the United States or its territories will be for a period of at least 18 consecutive months. If the Board grants such status, it may waive all or part of the financial obligations of such person to the Chapter, depending on the circumstances.  The rights and privileges of such person shall not be diminished by virtue of this status.

Section 5. Members Emeritus 

A Member who becomes a Member Emeritus of the Institute shall automatically become a Member Emeritus of the Chapter, The rights. duties and privileges of Members Emeritus shall be those stated in Institute Bylaws.

Section 6. Membership Rights to Examine Records

Chapter records are available at the Chapter office for members to review during normal business hours.

Section 7. Resignations

Resignations should be addressed to the Secretary, and shall be effective as of the date it is received.

Section 8. Termination of Membership

a.  Membership may be terminated by the Institute for non-payment of dues or assessments.

b.  A Membership which is terminated in the Institute shall be terminated in the Chapter.

c.  A Member who changes professional status so that such person no longer qualifies for Membership shall be terminated within one year of the change of status.
 

ARTICLE III. OFFICERS AND DIRECTORS

Section 1. Titles

The officers of the Chapter shall be the President. Vice President, Secretary, and Treasurer.  The Directors shall include six Chapter Directors, one Associate Director, and the immediate past President, one Affiliate Member, ex-officio, and one designated representative from the College of Architecture at Arizona State University, ex-officio.

Section 2. Eligibility

a.  Chapter officers shall be Members of the Chapter.  Chapter directors shall be Members or Associate Members.

b.  No officer is eligible to serve for more than four consecutive terms in the same office.  This shall not apply to the immediate Past President serving as a Director.

Section 3. Terms of Office

a.  The President, Vice President/President Elect, Secretary, and Treasurer, Chapter Directors, and the Associate Director shall hold office for one year, and/or until their successors are chosen.

b.  Terms of the office shall begin on January 1, following election.

Section 4. President

a.  The President shall be the Chief Executive officer of the Chapter.  The President shall exercise general supervision of its affairs, except those which are placed under the administration of the Secretary or Treasurer.  The President shall be Member ex‑officio of all committees and commissions.  The President shall sign formal instruments to which the Chapter is a party, and perform such other duties usual and incidental to the office, and as may be authorized by the Board of Directors.

b.  The President shall act as the representative of the Chapter to the public and at meetings of other organizations.  A statement by the President shall obligate or present the policy of the Chapter only if approved by the Board of Directors and authorized in its minutes.

Section 5. Vice President/President-Elect

a.  The Vice President/President-Elect shall perform such duties usual and incidental to the office, and as may be authorized by the Board.  In the absence or disability of the President, the Vice President shall perform the duties of the President.

b.  The Vice President may act as the representative of the Chapter as authorized by the Executive Committee.

Section 6. Secretary

The Secretary shall be an administrative officer of the Chapter, and shall act as its recording and corresponding secretary.  The Secretary shall issue required notices, keep Membership rolls, have custody of the corporate seal, and sign for the Chapter all formal instruments under the seal, and shall perform such duties usual and incidental to the office, and as may be prescribed by the Board.  The duties of the Secretary under authority of the Board may be assigned in whole or in part to an Executive Director or other appointed assistant secretaries, as the Board may determine.

Section 7. Treasurer

a.   The Treasurer shall be an administrative office of the Chapter, and shall have charge of its financial affairs and keep the records and accounts thereof.  The Treasurer shall prepare budgets, collect and deposit amounts due, and issue receipt for and have custody of Chapter funds and monies, and make disbursements thereof.  The Treasurer shall have custody of Chapter securities and of its instruments involving finances.  The Treasurer shall conduct correspondence relating to the office, and shall perform duties usual and incidental to the office, and as may be authorized by the Board, The duties of the Treasurer, under authority of the Board of Directors may be assigned in whole or in part to an Executive Director or other appointed assistant treasurers as the Board may determine.

b. The Treasurer shall render to the Board, when it so directs, an account of transactions, and of the financial condition of the Chapter, and may, after the close of the fiscal year, present a report of the examination, tax returns, records, and transactions of the Chapter by a disinterested, independent certified public accountant or Chapter audit committee as designated by the Board determined on the basis of the Chapter's ability to pay for such service.  Such reviews shall be conducted at least once every three years.

Section 8. Paid Personnel

a.  An Executive Director shall be employed by AIA Arizona Executive Director on behalf of and with the approval of the Central Arizona Chapter Board of Directors.  Termination may be by the Executive Director of AIA Arizona and by the CAC Board of Directors majority vote.

b.  Duties, compensation and benefits of all paid personnel shall be determined by the AIA Arizona Executive Director and approved by the CAC Board of Directors.  This will include establishing policies for reimbursement, credit cards, use of vehicles, and all other financial matters.  A schedule for sharing staff costs among chapters shall be presented to the appropriate boards.

ARTICLE IV. MEETINGS

Section 1. Regular Meetings

Regular meetings shall be established by the Board with no fewer than four per year.

Section 2. Annual Meetings

The regular meeting in September shall be the Chapter annual meeting, at which time election of officers shall be held.

Section 3. Special Meetings

a.  A special meeting shall be held when a call for such a meeting is voted by a meeting of the Chapter or the Board, or by written petition to the Board signed by ten percent of the voting Members of the Chapter.

b. Business considered at a special meeting shall be limited to that prescribed in the notice for the meeting.

Section 4. Notice of Meetings

Adequate notice of each meeting of the Chapter shall be provided to every Member. A notice for a special meeting shall list the business to be considered.

Section 5. Quorum

The quorum for transaction of business at any meeting shall be ten percent of the voting Members of the Chapter.  When a quorum is not convened, the next called meeting shall be a valid meeting notwithstanding a lack of a quorum, and the notice shall so inform the Members; however, a quorum is required for consideration for amendments to Bylaws.  Votes taken in the absence of a quorum shall be considered valid until the following meeting unless expenditures are involved.

 Section 6. Voting Members

a.  Voting Members for matters relating to Institute business or which affect Institute affairs shall be limited to Members (and Members Emeritus) and Associate Members. Matters which are Institute affairs or which affect Institute affairs are:

1.  Chapter Bylaw Amendments relating to Member and Associate Member rights, duties, and privileges. 

2.  Matters so designated by these Bylaws or the Institute's Bylaws. 

3.  Other matters so ruled by the chair. Such rulings can be reversed only by a two-thirds vote of the voting Members present and voting. 

4.  Voting Members for all other matters shall be Members, Members Emeritus, Associate Members, and Affiliate Members.
 

ARTICLE V.  DELEGATES TO MEETINGS

Section 1. Appointment of Delegates

The President, with the concurrence of the Board, shall appoint Members and Associate Members as Member Delegates to a meeting of the Institute and the AIA Arizona.

ARTICLE VI.  NOMINATION AND ELECTION OF OFFICERS, DIRECTORS, AND DELEGATES

Section 1. Nominating Committee

a.  The nominating committee shall consist of the President, President-Elect, and the immediate Past President, and may include one Member at large.  The Executive Director shall serve as a non-voting Member.

b.  The nominating committee shall make its report to the Board at least one month prior to the date fixed for the annual meeting of the Chapter, The report shall be subject to the approval of the Board.

Section 2. Elections

a.  The nominating committee shall present its report to the annual meeting, after which the presiding officer shall accept nominations from the floor.

b.  Voting shall be by voice vote unless more than one candidate is nominated for an office.  For contested offices, blank pieces of paper shall be distributed and members shall write in their choice.

c.  The chair shall appoint a tellers committee consisting of at least two voting Members and may include the Executive Director. The tellers committee shall tally and tabulate the votes, and report the results to the assembly.

d.  Election shall be determined by a majority of the votes cast for each office. In the event that no candidate receives a majority on the first ballot, the candidate receiving the fewest number of votes is dropped from the ballot and a second vote is taken.  This procedure is followed until one candidate receives a majority of the votes cast.

e.  Should two or more candidates receive the same number of votes for first place an additional ballot shall be taken, listing only the names of those candidates.

f.  Should there be only one nomination for each office, a motion to close nominations and declare the candidates elected shall require a two-thirds vote for approval.

g.  The chair shall announce the results of all balloting, and declare all elections.

ARTICLE VII.  BOARD OF DIRECTORS

Section 1. Composition

The Board of Directors shall consist of the elected officers and directors of the Chapter, the Dean of the College of Architecture at Arizona State University or his or her designated representative.

Section 2. Regular Meetings

The Board shall meet a minimum of four times per year.

Section 3. Special Meetings

A special board meeting shall be held on call of the President, or by majority vote of the Board of Directors, or on written request by a majority of its Members.

Section 4. Notice of Meetings

A notice of each meeting shall be served on each Member not less than three days prior to the date fixed for the meeting.

Section 5. Quorum

A majority of the voting Members of the Board shall constitute a quorum for the transaction of business.

Section 6. Vacancies

Should a vacancy occur in the Membership of the Board or Delegates to the AIA Arizona Board except for the offices of the President and President-Elect, the Board may fill the vacancy for the unexpired term of office, A vacancy in the office of the President-Elect shall be filled only on election by the Chapter Membership.

Section 7. Reports

At the end of the fiscal year, the Board of Directors shall render a full written report to Chapter Members, stating the condition, interests, activities and accomplishments of the Chapter for the year, with appropriate recommendations.  A copy of the report shall be sent to the Secretary of the Institute.

Section 8. Custodianship

The Board shall be custodian of the properties and interests of the Chapter, except those which are placed in the custody of the Treasurer in these Bylaws.  Within the appropriations made thereof, it shall do all things required and permitted in these Bylaws to forward the objectives of the Chapter.

Section 9. Committees and Commissions

The Board of Directors may establish committees and commissions, and name the Members to serve thereon.

ARTICLE VIII.  FISCAL AFFAIRS

Section 1. Fiscal Year

The fiscal year of the Chapter shall be from January 1 through December 31.

Section 2. Annual Dues

a.  The Board, by a three-fourths concurring vote of all Members, may fix, before the end of any fiscal year, the annual dues paid by Members, Associates, Affiliates, and Members Emeritus for the next year.

b.  AIA Members and Associates are obligated for Institute dues, fees, and assessments in accordance with Institute polices and procedures and for Regional Council and AIA Arizona dues.

Section 3. Assessments

The Board, by a 2/3 vote, may pass a levy on Members.  Members must be notified of the proposed levy at least 15 days prior to the Membership meeting during which approval would be voted.

Section 4.  Payment of Dues and Assessments

Chapter dues are payable in full on the first day of the calendar year or may be paid in installments as defined by the Board.  Initial dues for Members admitted during the year may be prorated as determined by the Board.  Chapter assessments are payable within thirty days after they are billed.  Termination or resignation shall not relieve a Member of prior obligations to the Chapter.

Section 5.  Waiver of Dues Assessments

The Board of Directors may, by a vote of three-fourths of its Membership, waive the current Chapter annual dues or assessments of any Member in whole or in part, for exceptional reasons.

Section 6. Reinstatement

A Member who has resigned or has been terminated may be reinstated upon payment of unpaid dues, assessments, and other obligations or by having such unpaid dues, assessments, or other obligations waived by the Board of Directors.

Section 7. Annual Budget and Expenditures

a.  Prior to the beginning of the calendar year, the Board, by two-thirds vote of those members present at the regular advertised meeting where the budget is proposed.  A copy of the approved budget shall be distributed to the Membership of the Chapter,

b.  The Board of Directors shall not adopt any budget, make any appropriation not 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.

c.  The Board, within the aggregate expenditures provided in the budget, may adjust any items of budgeted expense and change appropriations.

d.  Unless otherwise determined by the Board of Directors, the annual budget shall provide for reasonable reimbursement of the expenses for the President and Vice-President or their designated representatives to attend the annual meetings of the Institute, the Regional Council, the AIA Arizona, and the Institutes "Grassroots" meeting.  An Executive Director may also be provided funds to attend one or more of these meetings, at the discretion of the Board of Directors unless voted otherwise by the Board, the President shall attend the convention and Regional Council and the President-elect shall attend Grassroots.

Section 8. Fiscal Policy

a.  The Chapter as a corporation shall not have capital stock, and no part of the income of the corporation shall inure to the private profit of any individual, except in payment of authorized services for the administration and conduct of its affairs.

b.  In the event of the dissolution of the corporation, after payment of all debts of the corporation, the remaining property and assets shall be conveyed or transferred for such non-profit purposes as the assigned Members and Associate Members of the Chapter may determine, but no funds or property shall revert to or be distributed to Members of the Chapter.

c.  The private property of the Members and officers of the Chapter shall not be subject to the payment of corporate debts whatsoever.

ARTICLE IX.  AWARDS OF HONOR

The Chapter may make awards to persons, firms, or associations for meritorious work in their respective fields within the State related to the objectives of the Chapter.

ARTICLE X.  AFFILIATIONS

Section 1. Organizations

The Chapter may affiliate with professional, civic, or construction industry organizations, operating within the State or Region, which are not used or maintained for financial gain or price fixing purposes.

Section 2. Conditions of Affiliation

a.  Affiliation shall be by written agreement approved by two-thirds of the entire Board and by the affiliated organization.  The Period of each agreement shall not exceed three years. By a two-thirds vote of the Board recorded in its minutes, the Chapter may collaborate with such organizations without written agreement, for a period not to exceed one year.

b.  The agreement shall fully set out the purposes of affiliation, the terms, and conditions of entry, and the nature of its organization, Membership, government and operation.

c.  An affiliated organization shall have no voice in affairs of the Chapter, and may not bind or obligate the Chapter, except by direct action of the Board.

d.  Affiliation shall be cancelable by two-thirds vote of the entire Board, provided that written notice to the affiliated organization shall be given, allowing it the opportunity to be heard in the matter, with a like provision for cancellation by the affiliate organization.

e.  After three years, the affiliation may be extended from year to year by a two-thirds vote of the entire Board, until terminated by either party.

Section 3. Privileges of Representatives of Affiliated Organizations

a.  Representatives of an affiliated or collaborating organization may attend regular meetings of the Chapter and may speak there on invitation of the presiding officer.

b.  Affiliated organizations may use the phrase “affiliated with the Central Arizona Chapter of the American Institute of Architects.

ARTICLE XI.   PARLIAMENTARY PROCEDURE

The rules contained in Roberts Rules of Order (current edition) shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules the Chapter may adopt.

ARTICLE XII.  AMENDMENTS

Section 1. Chapter Action

a. These Bylaws may be amended at any meeting of the Chapter by a 20% quorum present and voting, provided that notice stating the purpose of the amendment, and a copy of the amendment, shall be sent to every voting Member postmarked not less than ten (10) days prior to the date fixed for the meeting.

b. Should a quorum not be convened, the presiding officer may direct the Secretary to submit the amendment(s) to the voting Members by mail ballot.  A two-thirds vote from those responding to be received in Chapter offices not later than three weeks after mailing shall be required to amend these Bylaws.  A tellers committee of three voting Members shall tally and tabulate the votes, and report the results to the Secretary.  Results shall be published to the Members, and announced at the next Chapter meeting.

Section 2. Compliance with Institute Bylaws

These Bylaws shall conform to the Institute Bylaws and AIA Arizona Bylaws, and changes shall be made available to all Members and Associate Members within 30 days after adoption.

Section 3.  Approval by the Institute

a.  These amendments shall become effective only on approval by the Secretary of the Institute.

b.  Following Chapter action, the Secretary shall submit a copy of the adopted amendments to the Secretary of the Institute for approval.  On receipt of approval the Chapter Secretary shall enter the amendment, and the date of approval, in these Bylaws.

c.  Notice of the effective date of the amendments shall be published to the Members of the Chapter, and a copy of the amended bylaws shall be made available to the Chapter Members within twelve months after the date of approval.

Section 4.  Chapter Sections

a.  The Board of Directors, with the approval of the Institute Board, may organize one or more Chapter sections within its territory.

b. The Bylaws of the Sections shall be similar to and in accordance with the Bylaws of this Chapter and the Bylaws and policies of the Institute: provided that special clauses pertaining to the particular needs of a section of the Chapter may be added if approved by this Chapter.

c.  The Chairperson of any Section of this Chapter shall be an ex-officio voting Member of the Executive Committee of the Chapter.

**Revised Bylaws approved by majority vote of Corporate Members on July 12 and November 1979. 

**Approved by the Institute Board on July 10, 1980. 

**Revised Bylaws approved by majority vote of Chapter Members on March 7, 1985. 

**Revised Bylaws approved by majority vote of Chapter Members on September 4, 1986. 

**Draft of Revised Bylaws composed on July 23, 1991. 

**Revised Bylaws approved by majority vote of Chapter Members on September 5, 1991. 

**Revised Bylaws approved by majority vote of Chapter Members on September 8, 1994. 

**Revised Bylaws approved by majority vote of Chapter Members on February 18,