1.01Name. The name of the organization is AIA Triangle a section of the North Carolina Chapter of the American Institute of Architects, and hereafter referred to as this Section.
1.011 Related Institute Organizations. In these bylaws the governing board of this Section is referred to as the Board of Directors, the AIA North Carolina Chapter is referred to as the Chapter, The American Institute ofArchitects is referred to as the Institute, and the Board of Directors of the Institute as the AIA Board.
1.02 Objects. The objects of this Section shall be to promote and forward the objects of The American Institute of Architects within the assigned territory of this Section. (The Institute’s objectives are: to organize and unite infellowship the members of the architectural profession; to promote the aesthetic scientific and practical efficiency to the profession; to advance the science and art of planning and building by advancing the standards of architectural education, training and practice; to coordinate the building industry and profession of architecture to insure the advancement of the living standards of people through their improved environment and to make the profession of ever-increasing service to society). (AIA Bylaws Section 1.02 and 4.03).
1.03 Domain. The domain of this Section shall be that territory described as follows: the counties of Chatham, Durham, Franklin, Granville, Lee, Orange, Person, Wake and Warren and Vance indicated on the map attached to these bylaws.
1.04 Organization. This section is a component of the Chapter whish is a non-profit membership corporation incorporated in the State of North Carolina on the 8th day of August, 1913, and chartered by the Institute on the 25th day of September, 1913.
1.041 AIA North Carolina incorporated as a Non-Profit Membership Corporation.
1.042 IRS 501(c) 6 non-profit status recognized for AIA Triangle. On January 30, 2001, AIA Triangle, a Section of the North Carolina Chapter of the American Institute of Architects, was deemed exempt from Federal income tax by the Internal Revenue Service under section 501(a) of the Internal Revenue Code. AIA Triangle was granted status as a 501 (c) 6 organization on that same date.
1.05 Authority. This Section shall represent and act for the Institute membership on local matters within the territory assigned to it as earlier described. The Institute and this Section may act as agent, one for the other, or through a delegated third party, for the purpose of collecting and forwarding dues, acting as custodian of funds, or otherwise; provided that the Institute and this Section execute a written agreement to that effect.
1.06 Conformity with Institute Policy. No act of this Section shall directly or indirectly nullify or contravene any act or policy of the Chapter or Institute. (AIA Bylaws Section 4.052 and 4.462) This Section shall cooperate with its state Chapter and regional organization to further the interests of the membership, and by agreement with these organizations may represent and act for them within the territory of this section. (AIA Bylaws Section 4.13)
1.1 AFFILIATIONS WITH OTHER ORGANIZATIONS
1.11 Purpose of Affiliations. This section may affiliate with any local organization of the construction industry operating within the territory of this Section that is not used or maintained for financial gain, price fixing or political purposes, if and while the objects of this section will be promoted by such affiliation.
1.12 Agreements of Affiliation. Every affiliation must be authorized by (not less than two-thirds vote of the Board of Directors and shall be evidenced by a written agreement signed by the Section and the affiliated organization.
1.121 Statement of Purpose. Every agreement of affiliation shall state the purposes and objects of the affiliation, the terms and conditions under which it is entered into, the duration, the objects of the affiliate and the nature of its organizations, membership, government and operations.
1.122 Limitations. No affiliated organization shall have any voice in the affairs of the Sections and shall not bind or obligate this Section to any policy or activity unless the Board of Directors has voted to be so bound or obligated.
1.123 Termination. Any affiliation may be terminated by majority vote of the Board of Directors upon such
notice to the affiliated organization as may be required in the agreement of affiliation.
1.13 Privileges of Affiliated Organizations. The representatives of an affiliated or collaborating organization may attend any of the regular meetings of this Section, and may speak at the invitation of the presiding officer.
Neither this Section, nor the Board of Directors, any Section committee, nor any of its officers, directors, committee members or employees, in an official capacity as such, shall approve, sponsor or endorse directly or indirectly, (any public or private enterprise operated for profit or) any material of construction or any method or manner of handling, using, distributing, or dealing in any material or product.
ARTICLE 2 MEMBERSHIP
2.0 GENERAL PROVISIONS
2.01 Categories of Membership. The membership of this Section shall consist of:
the Architect and Associate members of the Institute who have been assigned to the Section (AIA
Bylaws Section 4.14, or who have been admitted to unassigned membership in this Section and
the allied and affiliate members the Section may admit as provided in Paragraphs 2.35 through 2.37.
2.02 Definitions. In these bylaws Architect and Associate members who have been assigned to this Section by the Chapter are referred to as assigned members. The term “unassigned member” shall pursuant to section 2.2 of these bylaws. The term Allied shall refer to allied members, and the term "Affiliate" shall refer to student and honorary affiliates. The term member, if not otherwise qualified, shall refer to all persons in all classes of membership in this Section.
2.03 Qualifications. The Section shall not establish qualifications in addition to, or which vary from, the Institute’s policies for membership. (AIA Bylaws Section 4.053)
2.04 Non-resident Status. Non-resident status shall be accorded to members who reside and have their principal place of business outside the territory of the Section. Members who have applied for and been granted such status shall have the same rights and privileges as resident members as provided in Article 3.
2.05 Enrollment of Members. Every member assigned to or admitted by this Section shall be duly notified to that effect by this Section, and shall be enrolled by the Secretary as a member of this Section. New memberships will be announced at the next meeting of this Section and in the next issue of the Section’s official publication. (AIA BYLAWS Section 4.15)
2.06 Annual Dues and Assessments. Every member of this Section shall pay the fixed annual dues and assessments of the Section as determined in Article 3 (AIA Bylaws Section 3.15)
2.07 Resignations. Any member may resign from this Section by presenting a written resignation to the Secretary. The resignation of an assigned member, if the Secretary finds the member eligible to resign, shall be forwarded to the Institute and will be effective upon its receipt by the Institute. Other resignations shall be effective as of the date the letter of resignation was received by the Secretary. ( AIA Bylaws Section 2.081 and 2.084)
2.08 Good Standing Defined. A member is not in good standing in this Section if and while in default of dues or other obligations to either this Section or the Institute. (AIA Bylaws Section 2.04)
2.09 Loss or Suspension of Interests, Rights, and Privileges. A member who resigns, or is suspended or terminated by the Institute loses all rights in this section and the Institute, including any right to use the Section’s or Institute’s name, initial, symbols, or seal, until the member is reinstated in good standing. Resignation, suspension or termination of membership does not relieve the individual of the obligation to pay any indebtedness owed to the Section. (AIA Bylaws Sections 2.04, 2.084-2.085)
2.1 ASSIGNED MEMBERS
2.11 General. The qualifications, rights and privileges of assigned Architect and Associate members shall be asprovided in the Institute Bylaws. (AIA Bylaws Sections 2.02 and 4.055)
2.12 Action on Applications. Whenever an application for membership in the Institute and assignment to the Section is filed with this Section, the Secretary shall promptly complete the application and forward it to the Institute. Where the applicant is ineligible under AIA Bylaws, the Section will send a recommendation to the Institute. Where the applicant is ineligible under AIA Bylaws, the Section will and forward it to the Institute. Where the applicant is ineligible under AIA Bylaws, the Section will send a recommendation to the Institute Secretary to deny the application. (AIA Bylaws Section 2.052)
2.13 Admission Fees Prohibited. An assigned member shall not pay any admission or initiation fee for membership in this Section (AIA Bylaws 4.15, 4.32 and 4.463)
2.14 Termination. Assigned membership in this Section is terminated by the death of the member, resignation or termination of membership in the Institute, or reassignment of the member to another Section or local component. (AIA bylaws Section 2.08)
2.15 Emeritus Members. A member who is granted Emeritus status in accordance with the Institute Bylaws shall automatically become an Emeritus member of this Section. (AIA Bylaws Section 2.31) All rights, interest privileges, titles, liabilities and obligations of such members, other than the payment of regular and supplemental dues shall remain unchanged. ( AIA Bylaws section 2.32)
2.2 UNASSIGNED MEMBERS
2.21 Admission. This Section, without action by the Institute, shall admit to unassigned membership any Architect or Associate member assigned to another Section who applies for such membership in writing in the manner prescribed by the Chapter Board of Directors.
2.22 Rights and Privileges. An unassigned member shall be subject to all regulations and shall have all rights in the Section of an assigned member, except that an unassigned member shall not vote on matters described in section 5.24 of these Bylaws, nor represent the Section as a delegate or otherwise at any meeting of the Institute. (AIA Bylaws Section 2.074)
2.23 Termination. Unassigned membership in this Section is terminated by the death of the member and by resignation or termination of membership in the Institute. The Board of Directors may terminate unassigned membership for indebtedness to the Section as provided in section 3.32.
2.3 ALLIED AND AFFILIATE MEMBERS
2.31 Admission. Every application for admission to Allied or Affiliate membership in this Section shall be promptly acted upon by the Board of Directors.
2.32 Dues. Every applicant for an Allied or Affiliate membership, except Honorary Affiliate members, shall pay annual dues in an amount determined by the Board of Directors as provided in section 3.02 of these bylaws.
2.33 Termination. Allied or Affiliate membership is terminated by the death or resignation of the member and by the admission or eligibility to be admitted as an assigned or unassigned member. The Board of Directors may terminate the membership of an Allied or Affiliate member for indebtedness as provided in section 3.32 or, by two-thirds vote, for conduct detrimental to the interests of the section.
2.34 Rights and Privileges of Allied and Affiliate Members. Allied members shall have the rights and privileges specified in the Institute Bylaws. Affiliates in good standing:
May serve as a member of any committee of this Section that does not perform any duty of the Board of Directors
May attend and speak but may not make motions or vote at any meeting of this Section;
Shall not be eligible to serve as an officer or director or to chair a committee of this section;
May not in any way use the name, initials, seal, symbol or insignia of this Section or of the Institute. (AIA Bylaws 4.143)
2.35 Allied Members. Individuals not otherwise eligible for membership in the Institute or the Section may become Allied members if they have established professional reputations and are registered to practice their profession where such requirements exist, or are employed outside of architectural practice but are involved in positions allied to the field of architecture. Allied members may include engineers, planners, landscape architects, sculptors, muralists, artists, and others in government, education, journalism, manufacturing, industry and/or other fields allied to architecture who the Section believes will provide a meaningful contribution by reason of their employment or occupation. (AIA Bylaws 4.14)
2.36 Student Affiliates-Qualifications. Student Affiliates shall be undergraduate or post graduate students of architecture school, community or technical schools offering certificates in the field of architectural technology, or secondary school students, within the territory of this Section. (AIA Bylaws 4.142)
2.37 Honorary Affiliates
2.371 Qualifications. A person of esteemed character who is otherwise ineligible for membership in the Institute or this Section but who has rendered distinguished service to the profession of architecture, or to the arts and sciences allied therewith within the territory of the Section, may be admitted as an Honorary Affiliate member of this Section.
2.372 Nominations and Admission. A person eligible for Honorary Affiliate membership may be nominated by any member of the Board of Directors. 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 reason for the nomination. The Board of Directors, at any regular meeting, may admit a nominee as an Honoree Affiliate member.
2.373 Rights and Privileges. In addition to the rights and privileges set forth in paragraph 2.34 above, Honorary Affiliate members of this Section may use the title “Honorary Affiliate of the AIA Triangle Section", and shall not pay any admission fee or annual dues nor be subject to any assessment.
ARTICLE 3 DUES, FEES AND ASSESSMENTS
3.0 ANNUAL DUES
3.01 Obligation to Pay Dues. All members except Emeritus members and Honorary Affiliate members shall pay annual dues on or before January 15 of each year.
3.02 Amount of Annual Dues. The Board of Directors (by the concurring vote of two-thirds of its entire membership) may fix, before September 30, the annual dues to be paid by each category of member for the immediately succeeding fiscal year. Consistent with the Institute Bylaws 4.22, the Board may take appropriate action toward a mandatory dues policy.
3.03 Dues Upon Admission. A newly admitted Assigned or Allied or Affiliate member shall pay full annual dues, except that those admitted during the last six months of the year shall pay one-half the annual dues in the year they are admitted.
3.04 Dues for Nonresident Members. Nonresident members shall pay reduced dues. The amount of the reduction shall be determined by the Board of Directors pursuant to section 3.02.
3.05 Hardship Dues Reduction. The Secretary may, in exceptional circumstances, waive all or any part of the annual section dues of any member. After consultation with the Chapter, the Secretary may, in exceptional circumstances, waive all or any part of the dues or fees owed by a member to the Institute and other assigned components, provided that such waiver is in equal proportions across all levels of membership. (AIA Bylaws Section 3.12)
3.06 Exemptions. Emeritus members and Honorary Affiliate members shall pay no dues or assessments to the Section. Emeritus members who wish to receive mailings from the Section shall pay a fee in the amount determined by the Board of Directors pursuant to section 3.02.
3.11 Authority. This Section, by the concurring vote of a majority/not less than two-thirds of the total number of Architect members present at a meeting, may levy an assessment on its Architect members, and by the concurring vote of a majority/not less than two-thirds of the total number of its assigned members may levy an assessment on its Associate members and/or allied or affiliate members.
3.12 Notice of Assessment. Notice of the intention to levy an assessment stating the amount, the reasons for the assessment, and when it shall be payable, shall be mailed to every member not less than 30 days prior to the meeting of this Section at which the proposed assessment is to be voted on.
3.2 DEFAULT OF ANNUAL DUES AND ASSESSMENTS
Note: This is all contingent on your new Board taking a 2/3 vote on mandatory section dues.
3.21 Annual Dues. Every member who has not paid the entire amount of required annual dues for the current fiscal year when due shall be in default for the unpaid amount.
3.22 Assessments. Every member who has not paid the entire amount of the assessment on or before the date fixed for payment shall be in default for the unpaid amount.
3.23 Notice of Default to Member. Every member who is in default to this Section shall be given 30 day’s notice in writing of impending termination because of said default.
3.3 TERMINATION OR SUSPENSION FOR DEFAULT OF DUES OR ASSESSMENTS
3.31 Assigned Members. At appropriate intervals, the Secretary of the Section shall send to the Institute Secretary a list of all assigned members in default to this Section with the amount of such default and request termination of those membership. When any such default is cured, the Secretary shall immediately notify the Institute Secretary.
3.32 Unassigned Members and Allied or Affiliates. If an Unassigned member or Allied or Affiliate member is in default to this Section for nonpayment of dues and assessments, such as membership shall be suspended or terminated, provided that in all cases such member shall have been given written notice of impending suspension or termination at least 30 days prior to the effective date of such action, during which period the member shall remain in good standing and such default may be cured.
ARTICLE 4 SECTION RELATIONSHIP TO OTHER INSTITUTE ORGANIZATIONS
4.0 STATE CHAPTER
4.01 Representation on State Chapter Board. Consistent with the Chapter Bylaws, the President and President-elect shall be representatives of this Section on the State Chapter Board.
ARTICLE 5 SECTION MEETINGS
5.01 Annual Meeting. This Section shall hold an annual meeting during the month of September, for the purpose of nominating and electing the officers and directors, to succeed those whose terms are about to expire; for receiving the annual reports of the Board of Directors and the Treasurer; and for the transaction of such other business as may be appropriate.
5.02 Regular Meetings. This Section may hold scheduled and announced meetings through a calendar year.
5.03 Special Meetings. A special meeting of this Section may be called by the President or the Board of Directors, or in the case of the Section’s initial meeting, a specially designated Task Force. No other business that that specified in the notice of the special meeting shall be transacted, and all the rules and procedures at the meeting shall be the same as those for an annual meeting.
5.1 NOTICE FOR SECTION MEETINGS
5.11 Notice of Section Meetings. A notice of each meeting of this Section, stating the date, time and place where the meeting will be held, shall be given by the Secretary, personally or by mail, to each member entitled to vote at the meeting. Notice shall be given not less than ten (10) days before the date fixed for the meeting. Notice is sufficient if published by the Section and sent to members in time for them to receive it at least ten (10) days prior to the meeting.
5.12 Minutes of Annual and Special Meetings. Written minutes of every annual and special meeting of this Section, recording the matters considered at the meeting and the actions taken shall be kept by the Secretary. The minutes of each meeting shall be signed by the Secretary and thereafter filed in the Section’s records.
5.2 DECISIONS AT MEETINGS, ELIGIBILITY FOR VOTING
5.21 Majority Vote. Every decision at an annual or special meeting shall be by a majority vote of those members in good standing who are present and voting, unless otherwise required by law or these bylaws.
5.22 Roll Call Vote. A roll call vote shall be taken at the call of the presiding officer or whenever one-third of the voting members present so request.
5.23 Proxies. Unless otherwise required by law, there shall be no voting by proxy at a meeting of this Section.
5.24 Limitations on Voting Eligibility. Only Assigned members in good standing may vote on the following matters: (AIA Bylaws Section 2.074 and 4.055)
Matters so designated elsewhere in these bylaws;
Any matters relating to membership;
Voting on dues and assessments for Architect members shall be limited to Architect Members;
Other matters relating to the government, meetings, affiliations, budget and finances or the Institute;
5.25 Mail Ballot. Any vote that may be taken at a meeting of this Section may be taken by direct mail ballot of the members of this Section, provided that the matters voted on have been introduced and discussed at a regular or special meeting of this Section.
ARTICLE 6 THE BOARD OF DIRECTORS
6.0 AUTHORITY OF BOARD OF DIRECTORS
6.01 Powers. The business of this Section shall be managed by the Board of Directors, which shall be composed of the officers and directors of this Section and shall exercise all authority, rights and powers granted to it by the laws of the State of North Carolina, the Chapter and by these bylaws.
6.011 Custodianship. The Board of Directors shall be and act as the custodian of the properties and interests of this Section except those specifically placed by these bylaws in the custody of or under the administration of the Secretary and/or Treasurer. Within the appropriations made therefore, the Board of Directors shall do all the things required and permitted by these bylaws to forward the objects of the Section.
6.02 Delegation of Authority. Neither the Board of Directors nor any officer or director of this Section shall delegate any of the authority, rights, or power conferred by law or these bylaws, unless such delegation is specifically prescribed or permitted by these bylaws and is not contrary to law.
6.03 Freedom from Commitments. No committee, commission, officer, member, employee or agent of this Section shall initiate or carry on any activity that may commit the Section to an expense, policy or activity until the matter is reviewed and approved by the Board of Directors.
6.1 ELECTION OF OFFICERS AND DIRECTORS
6.11 Nominations. Nominations for each office and for each directorship of this Section about to become vacant may be made at the annual meeting from the floor. The Board may create a Nominating Committee to prepare and present a slate of candidates for office.
6.12 Elections. The nominee for an office or directorship who receives a majority of the ballots cast at the annual meeting shall be elected thereto. If there is only one nominee for any office or directorship, the Secretary may be directed by the meeting to cast a ballot for the full number of votes of the meeting for that nominee, whereupon the President shall declare the nominee to be elected by acclamation. Otherwise the name of each nominee for each office and each directorship shall be placed by the Secretary on ballots for voting by secret ballot.
6.13 Tellers. The President may appoint three (3) tellers, who shall be members qualified to vote at the meeting, and who shall tally the qualified votes for each nominee, tabulate, give results and immediately notify the Secretary thereof.
6.14 Tie Votes. In the event of a tie vote, the list of nominees for each office and each directorship in question shall be restricted to those in the tie, and the nominee receiving a majority in the runoff election shall be elected to the office.
6.15 Results. The President shall announce to the meeting the results of all balloting, and shall declare all elections.
6.2 TERMS OF OFFICE OF OFFICERS AND DIRECTORS
6.211 Term for officers. Each officer shall serve a term of one year or until a successor has qualified.
6.212 Term of Directors. Each regional director, at-large director, and appointed directors shall serve a term of two years or until a successor has qualified.
6.22 Vacancies. 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 fill the vacancy for the unexpired term of office.
6.23 Resignation. Any officer of director may resign any time, in writing, which shall take effect immediately upon receipt by the President or the Secretary unless a different time is stated in the resignation. No resignation shall discharge any accrued duty or obligation of an officer (or director).
6.24 Removal of Officer or Director. Any or all of the officers and directors may be removed for or without cause by vote of the members, or for cause by vote of the members, or by cause of the vote by the Board of Directors when there is a quorum of not less than a majority at the meeting at which the vote is taken.
6.31 Officers. The officers of this Section shall by the President, Vice President/President-elect, Secretary and Treasurer.
6.32 The President. The President shall exercise general supervision over the affairs of this section, except those matters placed by these bylaws or by the Board of Directors under the administration and supervision of the Secretary and/or the Treasurer; preside at meetings of this Section and of the Board of Directors; appoint, with the concurrence of the Board of Directors, all committees; sign all contracts and agreements to which this Section is a party’ have charge of and exercise general supervision over the offices and employees of this Section, and shall perform all other duties usual and incidental to the office.
6.321 Authority. The President shall act as spokesperson of this Section and as its representatives at meetings with other organizations and committees unless otherwise delegated by the Board of Directors. The President shall not obligate or commit this Section unless the obligations or commitment has been specifically authorized by the Board of Directors.
6.33 The Vice President/President-elect. The Vice President/President-elect shall succeed to the office of President upon expiration of the term of office of the President.
6.34 The Secretary. The Secretary shall act as the recording and corresponding secretary of the Section and the Board of Directors, and shall attend all their meetings and keep minutes of the proceedings; have custody of and shall safeguard and keep in good order all property of this Section; keep its membership roll; sign all instruments and matters that require the attestation or approval of this Section, except as otherwise provided in these bylaws; keep its seal, and affix it on such instruments as require it; prepare the reports of the Board of Directors and this Section; in collaboration with the President, have charge of all matters pertaining to the meetings of this Section, and shall perform all other duties usual and incidental to the office.
6.341 Reports. The Secretary shall furnish the Institute and the Chapter with such reports as may be required from time to time and at least annually shall furnish the Secretary of each of those organizations with the names and addresses of all officers and directors of this Section and report changes in the membership as may be required to keep the records of those organizations up-to-date and complete.
6.342 Delegation of Authority. The Secretary may delegate to an assistant secretary or other assistant employed by this Section the actual performance of any or all duties as recording or corresponding secretary, but shall not delegate responsibility for the property of this Section, or 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.
6.35 The Treasurer. The Treasurer shall have charge and shall exercise general supervision of the financial affairs and keep the records and books of account of this Section; prepare the budgets, collect amounts due this Section, and give receipts for and have the custody of its funds and monies and make all disbursements of funds; have custody of its securities and its instruments and papers involving finances and financial commitments; conduct the correspondence relating to the office; and perform all duties usual and incidental to the office.
6.351 Reports. The Treasurer shall make a written report to each annual meeting of this Section and a written report to each regular meeting of the Board of Directors. Each of said reports shall set forth the financial condition of this Section, and its income and expenditures for the period of the report and the Treasurer’s recommendations on matters relating to the finances and general welfare of this Section.
6.352 Delegation of Authority. The Treasurer shall not authorize any person to sign any order, statement, agreement, check or other financial instrument of this Section that requires the signature of the Treasurer, unless such delegation is expressly permitted in these bylaws. The Treasurer may delegate to an assistant treasurer or other assistant employed by this Section the actual performance of any or all duties as Treasurer, but shall not delegate responsibility for the property of this Section, or the signing of any document requiring the signature of the Treasurer.
6.353 Liability. The Treasurer shall not be personally liable for any loss or funds of this section or for any decrease in the capital, surplus, income, or reserve of any fund or account resulting from any acts performed in good faith in conducting the usual business of the office.
6.354 Succession. Effective January 1, 2003, the Treasurer shall serve a term of one year or until a successor has qualified.
6.36 Officer Pro Tem. If any officer is absent or unable to act, the Board of Directors may elect from its membership a chairman pro tem, a secretary pro tem or a treasure pro tem, as necessary, who shall serve until the regularly elected officer is able to act, and during such period shall perform the duties and exercise the power and authority of the office.
6.41 Organization. To foster local identity we will create “Regions” such as:
Raleigh Region includes City of Raleigh, Wake, Lee, Franklin, Granville, Vance and Warren Counties.
Durham Region includes City of Durham, Durham and Person counties.
Chapel Hill Region includes City of Chapel Hill, Orange and Chatham counties.
6.42 Officers and Board of Directors
The Board of Directors shall consist of elected officers, elected regional directors and appointed directors.
The officers shall consist of President, President-elect, Secretary and Treasurer.
The Raleigh, Durham and Chapel Hill Regions will have at least one selected regional Director each.
The NC State College School of Architecture will have one voting board member position appointed.
The immediate past-president will remain on the board as a voting member.
The Board of Directors will appoint an Associate AIA member of AIA Triangle to the Board of Directors as a voting member for a period of one year.
Four directors will be elected by the membership on an at-large basis from any of the jurisdictions represented by the Triangle section.
The president of the Young Architects Forum will be a voting member of the Board of Directors.
6.43 Nominating Committee.
There will be a Nominating Committee of the President, President-elect, and one member each from the Raleigh, Durham, and Chapel Hill regions. These five individuals would have three primary responsibilities:
Nominate candidates for the officer positions and present the slate to the Board of Directors.
Nominate candidates for the Directors to sit on the Board and present the slate to the current Board of Directors.
Nominate candidates for Standing Committee Chairs and present to the Board of Directors.
The Nominating Committee will be the source to generate names of potential candidates, but will also be designated as the contact point for individuals who wish to volunteer for committee or officer positions.
With six Directors (two each from Raleigh, Durham, and Chapel Hill) they could also be the Standing
6.5 MEETINGS OF THE BOARD OF DIRECTORS
6.51 Regular meetings. The Board of Directors may hold regular meetings at a time and place determined by it.
6.52 Special Meetings. A special meeting of the Board of Directors shall be held if requested in writing by onethird of the members of the Board of Directors, or at the call of the President. The Secretary shall issue a written call and notice of each special meeting, stating the time, place and purpose of the meeting and the business to be transacted and only the business stated in the call and notice shall be transacted at the special meeting.
6.53 Waiver of Notice. Either the call and notice of a special meeting or any limitations as to business to be transacted, or both, may be waived by the written consent of every member of the Board of Directors. Any irregularity in or failure of notice of a meeting of the Board of Directors shall not invalidate the meeting or any action taken.
6.54 Quorum and Vote. A majority of the Board of Directors shall constitute a quorum for the transaction of its business. Except as otherwise provided by law, the vote of a majority of the Board of Directors members present at the time of the vote shall be the act of the Board of Directors if a quorum is present. If a quorum is not present, those present may adjourn the meeting from day to day, or to a later date.
6.55 Minutes. The Secretary shall keep written minutes of each meeting of the Board of Directors. recording the matters considered at the meeting and the actions taken. Minutes shall be distributed to the members of the Board of Directors for approval at the next meeting and thereafter signed by the Secretary and filed with the Section’s records.
6.6 REPORTS OF THE BOARD OF DIRECTORS
6.61 Report to Members. The Board of Directors shall render a full report in writing to each annual meeting of this Section of the condition, interests, activities and accomplishments of this Section, making such recommendations with respect thereto as it deems proper.
6.62 Report to Institute. The Board of Directors or the Secretary shall make a written report to the Chapter as such time as the Chapter requests of the matters and in the form required by it.
6.63 Report to the Section. The Board of Directors shall make a written report to the Section at the Annual Membership meeting.
6.7 COMMITTEES AND COMMISSIONS
6.71 Formation and Composition. The Board of Directors may form committees and commissions to carry out the work of the Section. The charge and duration of each committee or commission shall be determined by the Board of Directors. The members of committees and commissions shall be appointed by the President with the concurrence of the Board of Directors.
ARTICLE 7 FINANCES
7.01 Budgets and Appropriations. Prior to the beginning of every fiscal year, the Board of Directors (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 Section for the immediately succeeding year.
7.02 Expenditure Limitations.
7.021 General. No member, officer, director, committee, commission, employee or agent of the Section shall have any right, authority or power to expend any money of the Section, incur any liability for or in its behalf, or make any commitment that will or may be deemed to bind the Section to an expense or liability unless such expenditure, liability or commitment has been budgeted and authorized by the Board of Directors or a specific resolution at a meeting of the Section.
7.022 The Board of Directors. The Board of Directors shall not expend or authorize expenditures in any fiscal year that exceed the estimated income of the Section for the year unless specifically authorized to do so (by twothirds majority vote) at a duly called meeting of the members (provided, however, that the Board of Directors may enter into leases and employment contracts for terms longer than one year and may set aside a reserve to be funded with a portion of the Section’s income in one or more fiscal years, which may be expended in subsequent years without regard to estimated or actual income or expenditures for such years).
7.03 Review of Financial Records. At appropriate intervals, the Board of Directors shall employ a firm to prepare a compilation of the financial records of the Section as the basis for a financial report to the members.
7.04 Fiscal Year. The fiscal year of this Section shall by January 1st through December 31st.
7.1 REAL AND PERSONAL PROPERTY
7.11 Authority. In order to carry on its affairs and exercise its powers this Section may acquire and dispose or real and personal property for its own use.
7.12 Gifts. Only the Board of Directors shall have any right or authority to solicit or accept any gift, bequest or devise for or on behalf of this Section; it shall not accept any gift, bequest or devise that will not promote the objects and purposes of this Section, or that will place an undue financial or other burden on the Section.
7.2 DIVIDENDS PROHIBITED An unencumbered balance of income at the close of a fiscal year shall never be distributed as profits, dividends or otherwise to the members of this Section. (AIA Bylaws Section 7.2)
7.3 INSTITUTE PROPERTY INTERESTS This Section shall not have any title to or interest in any property of the Institute nor be liable for any debt or other pecuniary obligation of the Institute. The Institute shall not have any title to or interest in the property of this Section, and the Institute shall not be liable for any debt or other obligation of this Section. (AIA Bylaws Section 4.08)
ARTICLE 8 GENERAL PROVISIONS
8.0 EXECUTIVE OFFICE
The administrative and executive offices of the Section, should the Section elect to establish such offices, shall be in charge of the Executive Director, who shall be employed by and report to the Board of Directors. The Executive Director shall be responsible for the administration of the affairs of the Section and such other duties as the Board of Directors may assign. Specifically, the Executive Director shall:
Serve as assistant Secretary and assistant Treasurer to perform such duties as the Secretary and Treasure may delegate;
Employ such staff as the Board of Directors may authorize as may be necessary to perform the duties assigned by the Board of Directors;
Attend all meetings of the Board of Directors as a member ex officio without a vote;
Make reports to the Board of Directors on the affairs and business of the Section when requested by the Board of
8.1 RECORDS OPEN TO MEMBERS
The correspondence and the minute books, the Treasurer books of account and the Secretary’s records of this Section, except confidential matters relating to membership applications and bestowal of honorary memberships, shall be open to inspection at the executive offices of this Section during the business hours fixed by the Board of Directors, by any member of this Section in good standing.
8.2 PARLIAMENTARY AUTHORITY The rules contained in Robert’s Rule of Order, Newly Revised shall supplement the rules and regulations adopted by this Section and shall govern this Section, the Board of Director, and the Section committees in all cases in which such rules are applicable and are not inconsistent or in conflict with law, these bylaws or the rules and regulations adopted by this Section or by the Board of Directors.
8.3 LIABILITY, INDEMNIFICATION AND INSURANCE
8.31 Liability. In the absence of misconduct, fraud, or bad faith, the present and former officers, directors and employees of this Section shall not be personally liable for its debts, obligations or liabilities.
8.32 Indemnification. If a director or officer of the Section is made a party to any civil or criminal action or proceeding arising from the performance by the director or officer of his or her duties on behalf of the Section, then to the full extent permitted by law, the Board of Directors by affirmative vote of a quorum of its members who are not parties to the action or proceeding, may indemnify such director or officer for all sums paid by him or her in the way of judgements, fines, settlements, and reasonable expenses, including attorney’s fees actually and necessarily incurred, in connection with the action or proceeding.
8.33 Insurance. The Board of Directors may authorize the purchase a maintenance by this Section of such insurance on behalf of the present and former officers, directors, employees and persons acting in any other capacity at the request of this Section as may protect them against any liability asserted against them in such capacity, whether or not this Section would have the power to indemnify such persons under applicable law.
ARTICLE 9 AMENDMENTS
9.0 AMENDEMENTS AT MEETINGS OF THIS SECTION
9.01 Notice of Proposed Amendments. These Bylaws may be amended at any annual or special meeting of this Section by two-thirds vote of the members present, provided that notice of the proposed amendment and the meeting at which it will be voted on is given to the membership not less than 30 days prior to the date of the meeting.
9.02 Bylaws Relating to Assigned Members. It shall require a vote of not less than two-thirds of the assigned members of this Section who are present at he meeting to amend a bylaw relating to such assigned members.
9.1 AMENDMENTS BY THE BOARD OF DIRECTORS
9.11 Conformity with Institute Bylaws. The Board of Directors, without action by a meeting of this Section, may amend any of these bylaws as may be necessary for conformity with Institute Bylaws. These bylaws, and any amendments to them, shall be forwarded at the request of the Secretary of the Institute for review for conformity with Institute Bylaws. (AIA Bylaws Section 4.06)
9.12 Delegation of Authority. The Board of Directors shall be authorized to amend specific provision of these bylaws if the power to do so has been delegated to it by a two-thirds vote of the members of the Section eligible to vote thereon.
Adopted this 15th day of September 1998.
Revised October 16, 2001