Bylaws of the Chapter

The American Institute of Architects was incorporated on April 15, 1857, as a membership corporation under and by virtue of the provisions of the laws of the State of New York, by an Act of Incorporation passed April 12, 1948, recorded as chapter 319 and called "An Act for The Incorporation of Benevolent, Charitable, Scientific and Missionary Societies." The articles of incorporation were amended in March, 1915, by Chapter 119 of the laws of 1915 of the State of New York. Objects and Domains of Chapters. The Institute shall function in local areas or on a state-wide basis through organizations known as chapters, which shall be non-profit membership associations or other types of non-profit organizations, the objects and purposes of which shall be substantially identical with those of The Institute and the jurisdiction of each of which shall be confined to the territory assigned to it by the Board. (From the Bylaws of the American Institute of Architects).

AIA EASTERN OHIO A Chapter of the American Institute of Architects

Chapter bylaws 1994

BYLAWS EASTERN OHIO CHAPTER AMERICAN INSTITUTE OF ARCHITECTS

ARTICLE 1 - ORGANIZATION, COMPOSITION AND GENERAL POWERS

1.1 Name

1.1.1 This Chapter. The Name of this organization is AIA EASTERN OHIO, A CHAPTER OF THE AMERICAN INSTITUTE OF ARCHITECTS.

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 Board of Directors; AIA Ohio, as the State Organization and, AIA Ohio Valley as the Regional Organization; 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 education of the general public in the profession and practice of architecture; to promote aesthetic, scientific and practical efficiency of the profession; to advance the science and art of planning by advancing the standards of architectural education, training and practice; to coordinate the building industry and the profession of architecture to insure the advancement of the living standards of people through their improved environment; and to make the profession of ever-increasing service to society.

1.2.2 Powers .

.1 To promote education of the general public in the profession and practice of architecture. 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 of collecting and forwarding dues, acting as custodian of funds, or otherwise; provide, 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 or 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 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 levy and 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 of architecture located within the general area 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.

1.2.3 Powers. The powers of this Chapter shall be as provided in the laws of the State of Ohio, the certificate of incorporation and the Institute Bylaws.

1.3 Organization

This Chapter is a nonprofit membership corporation duly incorporated on the Twenty-Sixth day of April, 1955, under and by virtue of the provisions of a charter of the State of Ohio and is the successor to the Eastern Ohio Chapter, the American Institute of Architects, and unincorporated association duly chartered by the Institute on the Twenty-First day of March, 1930. This chapter has been amended and registered under the name AIA Eastern Ohio with the Internal Revenue Service, effective on the eleventh day of February, 1993.

1.4 Territory

The territory within which this Chapter shall represent and act for the Institute is that described in its charter or otherwise prescribed by the Institute. The territory of this Chapter is under revised boundaries of Columbiana, Mahoning and Trumbull Counties of Eastern Ohio.

ARTICLE 2 - MEMBERSHIP

2.1 Members: General Provisions

2.1.1 Classes of Membership. The members of this Chapter shall consist of Institute 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, associates and members it may admit as provided in Paragraphs 2.4 and 2.5.

2.1.2 Qualifications. This Chapter shall not establish qualifications in addition to, or which vary from, the Institute's policies for membership.

2.1.3 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 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 next regular meeting of this Chapter and in its next official publication.

2.1.4 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.

2.1.5 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 of 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 Applications. 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 Board of Directors 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 any admission or initiation fee for membership in this Chapter.

2.2.5 Termination. Each assigned member of this 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 Members Emeriti. Any member who has been granted member emeritus status in accordance with the Institute Bylaws shall ipso facto be a Member Emeritis of this Chapter. All rights, interest, privileges, titles, liabilities and obligations, other than the payment of regular and supplemental dues, shall remain unchanged.

2.2.7 Associate Members. The qualifications, rights and privileges of associate members shall be as provided in the Institute Bylaws.

2.2.8 Intern Members. The qualifications, rights and privileges of intern members shall be as provided in the Institute Bylaws. 2.3 Unassigned Members

2.3.1 Admission. The Board of Directors, without action by the Institute, shall admit to unassigned membership in this Chapter any Institute member or associate member assigned to another chapter provided that such member applies for such membership in writing directly to the Board of Directors 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.

2.3.3 Termination. An unassigned member shall remain a member of this Chapter until such membership in the Institute is terminated or until such member resigns in accordance with Paragraph 2.1.7. The Board of Directors may terminate unassigned membership in this Chapter for indebtedness to it.

2.4 Affiliate Members

2.4.1 Admission. Every application for admission to affiliate membership in this Chapter shall be made to the Board of Directors and shall be promptly acted upon by the Board of Directors.

2.4.2 Transfers. 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 Board of Directors; provided that the applicant applies for the transfer in writing and that the Board of Directors of this Chapter and of the other chapter mutually agree to the transfer. Under similar circumstances, affiliates transferred from other chapters may be admitted to this Chapter by the Board of Directors 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 Assessment. Every applicant for an affiliate membership shall pay an assessment as provided in Article 7 of these 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 unprofessional conduct as provided in Article 10 of for indebtedness as provided in Paragraph 7.4. Student affiliates shall be automatically transferred to the professional affiliate classification by the Board of Directors whenever they become eligible for that classification.

2.4.5 Professional Affiliates: Qualification. Professional affiliates are non-architects, registered to practice their professions where such requirements exists, with established professional reputations. Professional affiliates may include engineers, planners, landscape architects, sculptors, muralist 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 this Chapter that does not perform any duty of the Board of Directors or that is not involved with formal or informal charges of unprofessional conduct;

.2 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;

.3 Shall not be eligible to serve as an officer or director or to chair a committee of this Chapter;

.4 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; violation of this provision being deeded to be prima facie evidence of un professional conduct.

2.5 Honorary Affiliate and Associate Members

2.5.1 Qualifications. A person of esteemed character who is not eligible for membership in the Institute or this Chapter but who has rendered distinguished service to the profession of architecture or to the arts and sciences allied therewith within the territory of this Chapter, may be admitted to honorary affiliate or associate membership in it as an Honorary Affiliate or Honorary Associate Member.

2.5.2 Nomination and Admission. A Person eligible for honorary affiliate or associate membership may be nominated therefor 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 reasons for nomination. The Board of Directors, at any of its regular meetings after the nomination of a person for honorary affiliate or associate membership, may admit such person as an honorary affiliate or associate member.

2.5.3 Rights and Privileges. An honorary affiliate or associate 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;

.2 May attend, and on 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;

.3 Shall not be eligible to serve as an officer or director or to chair a committee of this Chapter or serve on any of its committees except as advisor;

.4 May use the title "Honorary Affiliate" or " Honorary Associate" Member of the Eastern Ohio Chapter, AIA, which title shall not be changed by further abbreviation, amplification, or otherwise, nor shall the works "Honorary Affiliate" or "Honorary Associate" Member be printed in smaller size 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 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 Institutes from among the assigned members of this Chapter and in the number prescribed in the Institute Bylaws in the manner set forth below:

.1 Member delegates shall be appointed from among assigned members of this Chapter by the Board of Directors. If this Chapter neglects, fails, or refuses to select such delegates or should all such delegates fail to qualify, then the President or a lawful substitute may appoint delegates to represent the Chapter, as provided in the Institute Bylaws.

3.1.2 Elections of Institute Directors. Elections of directors shall be held, in accordance with Institute Bylaws, in the manner set forth below:

.1 The Regional Institute Director shall be elected according to the method prescribed by AIA Ohio, a Society of the American Institute of Architects.

3.1.3 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 names and addresses of all officers and assigned members of this Chapter required to keep the Institute's records up-to-date and complete; and shall periodically report all resignations, requests for transfer or defaults of its assigned members.

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 Representative. At the annual meeting of this Chapter the assigned members in good standing shall elect one representative, as required by the State Organization Bylaws, to represent this Chapter in the State Organization for a term of three years. Representatives shall be elected from assigned members only. At least one alternate representative, but not more than two, shall be elected, who shall serve in the absence of the elected representative.

3.3.3 Duties of Representative. Representative of this Chapter shall act for an in its behalf in all matters that may properly come before the State Organization.

3.3.4 Term of Representative. Each representative shall serve for the term of three years, or until a successor is elected or appointed. The Board of Directors shall name the successor of a representative for the unexpired term created by the resignation or incapacity of any representative.

3.3.5 Expenses of Representative. Unless otherwise provided in the State Organization Bylaws, the expenses of representatives, in an amount to be determined by the Board of Directors, shall be defrayed in an amount not to exceed actual hotel and necessary traveling expenses to the State Organization meetings.

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 Organization's records up-to-date and complete; and shall periodically report all resignations, suspension, expulsions, or defaults of its members.

3.3.7 Dues to the State Organization. Each member of this Chapter shall pay annual dues and assessments levied by the State Organization in the amounts and at the times required by it for its support, in addition to Chapter dues and/or assessments.

ARTICLE 4 - MEETINGS

4.1 Meetings

4.1.1 Annual Meeting. This Chapter shall hold an annual meeting in the fourth quarter of each year for the purposes of nominating and electing the officers, directors and representatives to the State Organization 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 business as may be appropriate.

4.1.2 Regular Meetings. This Chapter shall hold regular meetings on call of the Board of Directors with proper notice of at least two (2) weeks sent to members.

4.1.3 Special Meetings. A special meeting of this Chapter may be called by a meeting of this Chapter or by the Board of Directors, or by a written petition to the Board of Directors signed by not less than 25 percent of the total number of assigned members then in good standing, provide that the purpose of such meeting is set forth in the meting notice. No other business than that specified in the call and notice 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, starting 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 notice of each regular meeting and the call and notice of each special meeting shall be served at least fourteen 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 the notice or call was mailed prior to the meeting.

4.2.2 Quorums 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 20 percent of the total number of assigned members of this Chapter, or five such members, whichever is greater.

4.2.3 Minutes of Meetings. Written minutes of every meeting of this Chapter, recording the matters before the meeting and every action taken thereat, shall be kept by the Secretary in the Book of Minutes. 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 not voting by proxy at a meeting of this Chapter, except that any vote may be taken by mail ballot as provided in Paragraph 4.5.2.

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 officers and directors; Institute Directors; delegates to meetings of the Institute and the Regional and State Organization; and representatives 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 affiliations, budget and finances of the Institute and this Chapter;

.8 Any matters relating to the Institute's Code of Ethics and Professional Conduct, on which voting shall be limited to Institute members.

.9 All other matters so ruled by the Chair, such rulings being reversible only by two-thirds vote of the assigned members present and voting at the meeting.

4.4 Election of Officers and Directors

4.4.1 Nominations. Nominations for each office and directorship of this Chapter about to become vacant shall be made at the annual meeting from the floor. However, at a meeting of the Board of Directors held at least one month prior to the annual meeting, the President may select a nominating committee to prepare and present to the members slates of candidates for offices and directorships.

4.4.2 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 the nominee to be elected by acclamation. Otherwise the name of each nominee shall be placed by the Secretary on ballots for the voting thereof by the meeting. Such voting shall be by secret ballot in accordance with the procedures prescribed therefore 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 of 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 BOARD OF DIRECTORS

5.1 Membership of the Board of Directors. The Board of Directors shall consist of the officers, the representative to the State Organization and a minimum of 4 directors, each of whom shall be an assigned member of this Chapter.

5.2 Authority of the Board of Directors

5.2.1 Powers. The management, direction, control and administration of the property affairs and business of this Chapter shall be vested in the Board of Directors, which shall exercise all authority, rights and powers granted to it by the laws of the State of Ohio and by these Bylaws.

5.2.2 Custodianship. The Board of Directors shall be and act as the custodian of the properties and interests of this Chapter except those specifically placed by these Bylaws in the custody of or under the administration of the Treasurer. Within the appropriations made therefor, the Board of Directors shall do all things required and permitted by these Bylaws to forward the objects of this Chapter.

5.2.3 Delegation of Authority. Neither the Board of Directors nor any officer or director of this Chapter shall delegate any of the authority, rights or power conferred by law or these Bylaws, unless such delegation is specifically prescribed or permitted by these Bylaws and is not contrary to law.

5.3 Terms of Officers and Directors

5.3.1 Term. Directors shall hold office for a maximum of three (3) consecutive years; Secretary and Treasurer shall hold office for a maximum of two (2) consecutive years.

5.3.2 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.

5.4 Meetings of the Board of Directors

5.4.1 Meeting Required. The Board of Directors must actually meet in a regular or special meeting in order to transact business.

 5.4.2 Regular Meeting of the Board of Directors. The Board of Directors shall hold a regular meeting after the adjournment of each Annual Meeting of this membership, at the time and place last determined by the Board.

 5.4.3 Special Meetings. A special meeting of the Board of Directors shall be held if requested in writing by a majority 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 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 Board of Directors 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 regularly elected officer is able to act and during such period shall perform the duties and exercise the power and authority of the office.

 5.5 Notices and Calls of Meetings

5.5.1 Notice Required. Every call or notice of a regular or special meeting of the Board of Directors shall be served not less that 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 may be waived by the consent of the majority of the Board of Directors.

5.6 Quorum. Four members of the Board of Directors 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.

 5.6.1 Decision of the Board of Directors. Every decision of the Board of Directors shall be by a concurring majority vote, unless otherwise required by these Bylaws or by law.

 5.6.2 Minutes. Written minutes of every meeting of the Board of Directors, 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. Minutes shall be forwarded to each Board Member no later than 3 days prior to the next meeting.

 5.7 Reports of the Board of Directors

 5.7.1 Report to Members. The Board of Directors 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 Board of Directors or the Secretary shall make a written report to the Institute at such times as the Institute request, of the matters and in the form required of it.

ARTICLE 6 - OFFICERS

6.1 Officers. The officers of this Chapter shall include a 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, equipment and property of this Chapter, except such thereof as are placed by these Bylaws or by the Board of Directors under the administration and supervision of the Secretary or the Treasurer, and shall preside at meetings of this Chapter and of the Board of Directors; shall sign all contracts and agreements to which this Chapter is a party; have charge of and exercise general supervision over the offices and employees of this Chapter; and shall perform all other duties usual and incidental to the office.

 6.2.2 Authority. The President shall act as spokes person of this Chapter 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 this Chapter unless the obligation or commitment has been specifically authorized by the Board of Directors.

6.3 The President-Elect

 6.3.1 Duties. The 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 President's disability, refusal, or failure to act, and shall perform such other duties as are properly assigned by the Board of Directors or the President.

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 Board of Directors; have custody of and 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 required it; prepare the reports of the Board of Directors 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 to the office.

6.5 The Treasurer

6.5.1 Duties. The Treasurer shall have charge and shall exercise general supervision of the financial affairs and keep the records and books of account of this Chapter; prepare the budgets, collect amounts due this Chapter, and give receipts for and have 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 commitment; conduct 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 the Chapter and a written report to each regular meeting of the Chapter 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 Chapter and its income and expenditures for the period of the report and the Treasurer's recommendations on matters relating to the finances and general welfare of this Chapter.

 6.5.3 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 records and books of account, and all monies, securities, and other valuable items and papers belonging to this Chapter that are in the Treasurer's custody and possession. The incoming Treasurer shall check the same and if found correct, shall give the retiring Treasurer a receipt therefore and a complete release of the retiring Treasurer from any future liability.

6.5.4 Liability. The Treasurer shall not be personally liable for any loss of money or funds of this Chapter or for any decrease in the capital, surplus, income or reserve of any fund or account resulting from any acts performed in good faith in conducting the usual business of the office.

 6.5.5 Fidelity Bond. The Treasurer and any assistant treasurer shall furnish and maintain a fidelity bond in favor of this Chapter in a sum which shall be fixed from time to time by the Board of Directors but which shall be not less than $5,000.00. Such bond shall be issued by a surety company satisfactory to the Board of Directors and shall insure the full reimbursement to this Chapter by the surety company, in the event of the death, resignation, or removal from office of the Treasurer, for any and all loss this Chapter may sustain of monies, funds, securities, negotiable instruments, or other personal property belonging to this Chapter that may have come into the hands or possession of the Treasurer, including that for which the Treasurer is responsible.

ARTICLE 7 - DUE, FEES, ASSESSMENTS AND FINANCES

7.1 Annual Dues

 7.1.1 Amount of Annual Dues and Admission Fees. The Board of Directors by the concurring vote of all but one of its entire membership, may fix, before the end of any fiscal year, the annual dues to be paid by each category of member for the immediately succeeding fiscal year and the amount of admission fees required of affiliate members.

7.1.2 Period of Annual Dues. Dues shall be due and payable to this Chapter on the first day of each fiscal year.

 7.1.3 Allocation of First Annual Dues. 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 admission; if such member is admitted during the second or third quarter of the fiscal year, the Treasurer shall allocate an amount equal to two-thirds 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 fiscal year; and if the member is admitted during the last quarter of the fiscal year, the Treasurer shall allocate an amount equal to one-third of the prepaid dues as the dues for the year of admission and the remainder as a prepaid installment on the annual dues for the succeeding fiscal year.

7.1.4 Individual Exemption for Payment of Dues. A member of this Chapter who is exempted from payment of dues to the Institute shall be exempted from payment of annual dues to this Chapter.

7.1.5 General Remission of Annual Dues and Assessment. This Chapter, by the concurring vote of not less than two-thirds of the total number of assigned members and affiliate members present at a meeting may remit for any fiscal year, any part of all of the annual dues required to be paid by any class or member, or any part of the assessments required to be paid by affiliate members.

7.1.6 Individual Remission of Annual Dues. The Board of Directors 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 Assessments

7.2.1 Authority. This Chapter, by the concurring vote of not less that two-thirds of the total number of the assigned Institute members present at a meeting, may levy an assessment of its assigned Institute members, by the concurring vote of not less than two-thirds of the total number of its assigned members may levy an assessment of its associate members; and by the concurring vote of not less than two-thirds of the total number of this members may levy an assessment of its affiliate members. The amount of the assessment on each member respectively, in any fiscal year, shall not exceed 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 amount of an reasons and necessity for the assessment, when it shall be payable and the time within which it must be paid before a member will in default for nonpayment, shall be mailed to every member not less than 30 days prior to the meeting at which the proposed assessment is to be voted on.

7.2.3 Affiliate Assessment. The Board shall assess each affiliate member annually. The fees shall be as determined by the board of directors.

7.3 Default 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 then current fiscal year on or before the date set by the Institute, 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 payments 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 month period of each fiscal year, at the end of each fiscal year and at such other times as the Institute requests, the Secretary of this 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 such defaults 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 assessments at the end of the fiscal year, the Secretary of the Board of Directors shall so advise the Institute Secretary and request termination of that member.

 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 assessments at the end of the fiscal year, 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 actions, during which period the member shall remain in good standing and such default may be cured.

7.5 Finances

 7.5.1 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 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 Audits. Whenever a new Treasurer is elected and whenever the Board of Directors shall appropriate necessary funds, the books of the Treasurer and the rolls of this Chapter shall be audited by a certified public accountant employed by the Board of Directors, or by an auditing committee comprised of two assigned members and the incoming Treasurer, within three months after the election of new treasurer.

 7.5.3 Fiscal Year. The Fiscal year of this Chapter shall be January 1 to 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 for its own use.

 8.1.2 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 Chapter; it shall not accept any gift, bequest or deceive if it will not promote the objects and purposes of this Chapter, or if it and its administration will place an undue financial or other burden on this Chapter.

 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 members 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 int his Chapter while under charges of unprofessional conduct and 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 to the Institute. Immediately upon the suspension of a member, the member's 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 AND COMMISSIONS

 9.1 Composition. The Committees, their membership, terms of the office and duties shall be as determined by the Board of Directors. The membership, terms of office and duties of each committee shall be prescribed by the body that established it but the Board of Directors may assign additional duties to any committee at any time.

 9.2 Committee Members. The chair of every committee shall be selected by the President and approved by the Board of Directors.

 9.3 Reports. Every committee shall make an annual report to the Board of Directors at the close of its work or upon dissolution of the committee, and at such other times as required the Board of Directors.

 9.4 Commissions. This Chapter may establish commissions to act as supervisory and liaison agents of the Board of Directors for the committees of this Chapter.

ARTICLE 10 - PROFESSIONAL CONDUCT AND DISCIPLINE

10.1 Code of Ethics and Professional Conduct

 10.1.1 Institute Code. The Code of Ethics and Professional Conduct of the Institute shall apply to the professional activities of the members of this Chapter and every interpretation made by the Institute Board of Directors shall be deemed to be the interpretation of this Chapter.

10.1.2 Chapter Amendments Prohibited. No amendment or interpretation of the Code of Ethics and Professional Conduct shall be made by this Chapter.

 10.2 Procedure Relating to Unprofessional Conduct by Members

 10.2.1 Institute Members and Associate Members. A charge of unprofessional conduct against any Institute member or associated member shall not be heard or adjusted by this Chapter, the Board of Directors or any Chapter committee, nor shall any of them have any right or authority to admonish, censure, suspend or terminate such member for unprofessional conduct, nor to recommend any penalty with respect to such conduct.

 10.2.2 Informal Hearings Permitted. The Board of Directors, in executive session, may conduct an informal conference to attempt to resolve any complaint against a member of this Chapter for unprofessional conduct if a formal charge of unprofessional conduct has not been filed with the Institute Secretary; however an informal hearing shall not be a prerequisite to be the filing of formal charges of unprofessional conduct.

 10.2.3 Charges by Non-Members. If a charge against an Institute member or associate member has been made by a non-member, and the Board of Directors finds that the evidence produced supports the complaint, the Board of Directors may file a formal charge of unprofessional conduct against the member complained of, with the Institute Secretary, together with the evidence in the case. In so doing, the Board of Directors may join with the non-member in filing a complaint or act as complainant on behalf of the non-member in the prosecution of the case.

10.2.4 Charges by Members. If any charge against an Institute member or associate member has been made by a member and the Board of Directors finds that the evidence produced supports the complaint, then the Board of Directors may, in the name of this Chapter, join with the member in filing a formal charge of unprofessional conduct against the member complained of.

 10.2.5 Action by the Board of Directors. If the Board of Directors chooses not to join in a complaint it shall advise the complainant that any charges must be filed in the name of the complainant. Except when the Board of Directors files or joins in filing a complaint against an Institute member or associate member, its interests in, discussion of and action on any charges of unprofessional conduct shall cease upon the conclusion of its informal hearings.

10.2.6 Notice of Institute Discipline. Whenever notice is received from the Institute that a member of this Chapter has been censured, suspended, or terminated by the Institute, such notice shall be duly entered in the minutes and records of this Chapter and read at its next meeting and may be published in the next official publication of this Chapter.

10.3 Procedure Relating to Unprofessional Conduct by Affiliate Member

10.3.1 Charges. Every charge of unprofessional conduct on the part of an affiliate member shall be based upon a violation of one or more of the Rules of Conduct of the Code of Ethics and Professional Conduct in effect facts alleged to constitute the violation, shall be signed by the person or body making the charge, and shall be sent to the Secretary marked "confidential".

10.3.2 Notice of Hearing. When a charge has been so filed, the Board of Directors, in writing, shall request the complainant and the affiliate member against whom the charge is make to appear before it for a hearing and shall furnish all parties with a copy of this Article 10 and the rules, if any, that will govern the procedure and hearing. At the hearing the Board of Directors shall examine the complaint and the respondent and such other witnesses as it desires to hear. If either the complainant or the respondent fails to appear, the hearing may proceed without such party.

10.3.3 Judgment. If the Board of Directors finds the charge to be true and deems the respondent to be guilty of unprofessional conduct, it may admonish, censure, suspend or terminate such affiliate member, whichever penalty, in its judgment, is in proportion to the seriousness of the offense. If the respondent is exonerated, both parties shall be notified, and if the respondent requests in writing that the exoneration be noticed to this Chapter, then the Secretary shall send notice of the exoneration to each member.

10.4 General Provisions Relating to Hearings and Procedure

 10.4.1 Authority of the Board of Directors. The Board of Directors shall not delegate to any other person or body any of its duties or authority in relation to disciplinary matters.

10.4.2 Finality. The Board of Directors shall be the judge of what constitutes unprofessional conduct by an affiliate member and of whether or not the member has been guilty thereof. Its decisions in every matter concerning their conduct and every penalty imposed by it on any thereof on account of unprofessional conduct shall be final and conclusive and without recourse as to the affiliate member and any person acting for or on behalf of the member.

10.4.3 Timeliness of Charges. If the alleged unprofessional conduct occurred more than one year before a matter is brought to the attention of the Board of Directors, it may dismiss the charges.

 10.4.4 Evidence. The Board of Directors shall judge the admissibility and value of all evidence brought before it and shall base its findings on the evidence admitted.

 10.4.5 Notice of Decision. When a case has been concluded by the Board of Directors, the Secretary shall sent, under confidential cover, a notice briefly stating the facts, the judgment taken, the penalty imposed, or the dismissal of the charges, as the case may be, to the affiliate member and to the complainant and, if a penalty was imposed, to each member and affiliate member of this Chapter. The Secretary shall enforce the penalty.

10.4.6 Confidentiality. The charges, evidence and action of the Board of Directors in any case of unprofessional conduct shall be made only in executive session and all proceedings of and before the meeting at which such charges are made shall be and remain confidential.

 ARTICLE 11 - AFFILIATIONS AND ENDORSEMENTS

 11.1 Affiliations with Other Organizations. This Chapter shall not form nor enter into any affiliation with any individual nor with any organization that is not a component of the Institute.

 11.2 Endorsements of Materials Prohibited. Neither this Chapter, nor the Board of Directors, 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 distributing or dealing in any material or product.

 11.3 Endorsements Prohibited. Neither this Chapter, nor the Board of Directors, 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 Executive Officer. The executive offices of this Chapter shall be located at the office of the President.

12.2 Records Open to Members. The correspondence and the minute books, the Treasurer books of account and the Secretary's records of this Chapter, except confidential matters relating to charges of unprofessional conduct, membership applications, the Code of Ethics and Professional Conduct, and bestowal of honorary memberships, shall be open to inspection at the executive offices of this Chapter upon written request and reasonable notice, by any member of this Chapter in good standings.

12.3 Parliamentary Authority. The rules contained in Robert's "Rules of Order Newly Revised" shall supplement the rules and regulations adopted by this Chapter and shall govern this Chapter, the Board of Directors, and the Chapter committees in all cases in which said Rules of Order and applicable and insofar as they are not consistent or in conflict with law, these Bylaws, or the rules and regulations adopted by this Chapter or by the Board of Directors.

12.4 Counsel. The Board of Directors shall obtain the written opinion of counsel before filing or joining in a complaint against a member under the Code of Ethics and Professional Conduct, on all procedures relating to unprofessional conduct concerning every disciplinary case wherein the action of the Board of Directors may result in the expulsion of any affiliate member, concerning all agreements, and concerning any amendment to these Bylaws, before any such actions take effect.

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 amendments not less than 14 days prior to the date of the meeting at which the proposed amendment is to be considered.

13.1.2 Bylaws Relating to Assigned Members. It shall require a vote of not less than two-thirds of the assigned members of this Chapter who are present at the meeting to amend a Bylaw relating to such assigned members.

13.1.3 Other Bylaw Provisions. It shall require a vote of not less than two-thirds of the members of this Chapter who are present at the meeting to amend other provisions of these Bylaws.

13.2 Amendments by the Board of Directors [NOTE REQUIREMENTS FOR AMENDING BYLAWS.]

13.2.1 Conformity with Institute Bylaws. The Board of Directors, without action by a meeting of this Chapter may amend any of these Bylaws as may be necessary for conformity with Institute Bylaws. These Bylaws and any amendments to them, shall be forwarded at the request of the Secretary of the Institute for review for conformity with the Institute Bylaws.

13.2.2 Delegation of Authority. The Board of Directors shall be authorized to amend specific provisions of these Bylaws if the power to do so has been delegated to it by a two-thirds vote of the members of this Chapter eligible to vote thereon.