AIA Oregon is a registered 501c6 non-profit Oregon corporation, Its Bylaws define AIA Oregon’s purpose, how it will operate, and the duties and responsibilities of the Board of Directors - including its commitment to AIA Oregon members.
1.0 GENERAL PROVISIONS
1.01 Name. The name of this organization is AIA Oregon, hereafter referred to as this Chapter.
1.011 Related Institute Organizations. In these bylaws the governing board of this Chapter is referred to as the Board of Directors, the American Institute of Architects 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 Chapter shall be to promote and forward the objects of The American Institute of Architects within the assigned territory of this Chapter and to coordinate statewide governmental affairs. The Institute objects are: to organize and unite in fellowship the members of the architectural profession; to promote the aesthetic, scientific and practical efficiency of the profession; to advance the science and art of planning and building 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.
1.03 Domain. The domain of this Chapter shall be that territory described in its charter or otherwise established by the Institute. The territory of this Chapter is described as follows: the state of Oregon.
1.04 Organization. This Chapter is a non-profit membership corporation incorporated in the State of Oregon on January 12,1965, and founded by the Institute in 1962.
1.05 Authority. This Chapter shall represent and act for the Institute membership within the territory assigned to it under a charter issued by the AIA Board. The Institute and this Chapter 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 Chapter execute a written agreement to that effect.
1.06 Conformity with Institute Policy. No act of this Chapter shall directly or indirectly nullify or contravene any act or policy of the Institute. This Chapter shall cooperate with its regional organization to further the interests of the membership, and by agreement with this organization, may represent and act for them within the territory of this Chapter.
1.1 AFFILIATIONS WITH OTHER ORGANIZATIONS
1.11 Purpose of Affiliations. This Chapter may affiliate with any local organization of the design and construction industry operating within the territory of this Chapter that is not used or maintained for financial gain, price fixing or political purposes, if and while the objects of this Chapter will be promoted by such affiliation.
1.12 Agreements of Affiliation. Every affiliation must be authorized by a majority of the Board of Directors and shall be evidenced by a written agreement signed by the Chapter 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 this Chapter and shall not bind or obligate this Chapter 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 Chapter, and may speak at the invitation of the presiding officer.
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 any method or manner of handling, using, distributing or dealing in any material or product.
2.0 GENERAL PROVISIONS
2.01 Categories of Membership. The membership of this Chapter shall consist of:
a) the Architect and Associate members of the Institute who have been assigned to the Chapter, or who have been admitted to unassigned membership in this Chapter, and
b) the Allied and Affiliate members the Chapter may admit as provided in Paragraphs 2.3.
2.02 Definitions. In these bylaws, Architect and Associate members who have been assigned to this Chapter by the Institute are referred to as "assigned members." The term "unassigned member" shall refer to members assigned to other chapters who have been admitted to membership in this Chapter 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 Chapter.
2.03 Qualifications. This Chapter shall not establish qualifications in addition to, or which vary from, the Institute's policies for membership.
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 chapter and not in the territory of another chapter. Members who have applied for and been granted such status shall have the same rights and privileges as resident members in the same category, except that the Chapter may lower dues and/or assessments for such members as provided in Article 3.
2.05 Enrollment of Members. Every member assigned to or admitted by this Chapter shall be duly notified to that effect by this Chapter, and shall be enrolled by the Secretary as a member of this Chapter. New memberships will be announced according to the Chapter’s policy.
2.06 Annual Dues and Assessments. Every member of this Chapter shall pay the fixed annual dues and assessments of this Chapter as determined in Article 3.
2.07 Resignations. Any member may resign from this Chapter by presenting a written resignation to the Board of Directors. The resignation of an assigned member, if the Board of Directors finds the member in good standing, 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.
2.08 Good Standing Defined. A member is not in good standing in this Chapter if and while in default of dues or other obligations to either this Chapter or the Institute.
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 Chapter and the Institute, including any right to use the Chapter's or Institute's name, initials, symbol, 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 Chapter.
2.1 ASSIGNED MEMBERS
2.11 General. The qualifications, rights and privileges of assigned Architect and Associate members shall be as provided in the Institute Bylaws.
2.12 Action on Applications. Whenever an application for membership in the Institute and assignment to the Chapter is filed with this Chapter, the Executive Director shall promptly complete the application and forward it to the Institute. Where the applicant is ineligible under the Institute Bylaws, the Chapter will send a recommendation to the Institute Secretary to deny application.
2.13 Admission Fees Prohibited. An assigned member shall not pay any admission or initiation fee for membership in this Chapter.
2.14 Termination. Assigned membership in this Chapter is terminated by the death of the member, resignation or termination of membership in the Institute, or reassignment of the member to another chapter, or as otherwise provided in the Institute Bylaws or these bylaws.
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 Chapter. All rights, interest, privileges, titles, liabilities and obligations of such members, other than the payment of regular and supplemental dues, shall remain unchanged unless otherwise provided in the Institute Bylaws.
2.2 UNASSIGNED MEMBERS
2.21 Admission. This Chapter, without action by the Institute, may admit to unassigned membership any Architect or Associate member assigned to another chapter who applies for such membership in writing in the manner prescribed by the Board of Directors.
2.22 Rights and Privileges. Subject to whatever conditions the Institute Bylaws may provide, 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 vote on matters described in section 5.24 of these bylaws, nor represent this Chapter as a delegate or otherwise at any meeting of the Institute.
2.23 Termination. Unassigned membership in this Chapter 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 Chapter 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 Chapter shall be promptly acted upon by the Board of Directors.
2.32 Admission Fees. Every applicant for an Allied or Affiliate membership, except Honorary Affiliate members, may pay an admission fee 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 of those directors present and voting, for conduct detrimental to the interests of the Chapter.
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:
1) May serve as a member of any committee of this Chapter that does not perform any duty of the Board of Directors, but may not vote;
2) May attend and speak but may not make motions or 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; and
4) May not in any way use the name, initials, seal, symbol or insignia of this Chapter or of the Institute.
2.35 Allied Members. Individuals not otherwise eligible for membership in the Institute or the chapter may become Allied members if they have established professional reputations and are registered to practice their professions 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 chapter believes will provide a meaningful contribution by reason of their employment or occupation.
2.36 Student Affiliates-Qualifications. Student Affiliates shall be undergraduate or post-graduate students of architecture schools, or secondary school students, within the territory of this Chapter.
2.37 Honorary Affiliates.
2.371 Qualifications. A person of esteemed character who is otherwise ineligible 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 as an Honorary Affiliate member of this Chapter.
2.372 Nomination 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 reasons for the nomination. The Board of Directors, at any regular meeting by 2/3rds vote of those present and voting, may admit a nominee as an Honorary Affiliate member.
2.373 Rights and Privileges. In addition to the rights and privileges set forth in Section 2.34 above, Honorary Affiliate members of this Chapter may use the title "Honorary Affiliate of the AIA Oregon Chapter", and shall not pay any admission fee or annual dues nor be subject to any assessment.
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 a concurring vote of two-thirds of those present and voting, may fix, before the end of any fiscal year, and in accordance with timing and other requirements fixed by the Institute, 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 Allied or Affiliate members. Unless otherwise approved by a majority vote of a quorum of the Assigned Members of the Chapter, the annual dues shall not exceed the dues of the preceding year by more than 10 percent.
3.03 Dues Upon Admission. A newly admitted assigned, 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 General Waiver of Annual Dues and Admission Fees. The Board of Directors, by a concurring vote of two-thirds of those present and voting, may waive for any fiscal year any part or all of the annual dues required to be paid by any membership class or any part of the admission fee required to be paid by Allied or Affiliate members.
3.06 Hardship Dues Reduction. In addition to the rights set forth in Section 3.02, the Board of Directors may, in exceptional circumstances, waive all or any part of the annual dues of any member. After consultation with the Institute Secretary and other affected components, the Board of Directors 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.
3.07 Exemptions. Emeritus members and Honorary Affiliate members shall pay no dues or assessments to the Chapter.
3.11 Authority. This Chapter, by the concurring vote of not less than a majority of the total number of Architect members that vote, may levy an assessment on its Architect members, and by the concurring vote of not less than a majority of the total number of its assigned members that vote may levy an assessment on its Associate members and/or Allied or Affiliate members, other than Honorary Affiliate members. The amount of the assessment on a member in any fiscal year shall not exceed 50 percent of the amount of the annual dues required to be paid by such member for that year.
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 date of the proposed assessment vote.
3.2 DEFAULT OF ANNUAL DUES AND ASSESSMENTS
3.21 Annual Dues. Every member who has not paid the entire amount of required annual dues for the then 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 an assessment on or before the date fixed for payment shall be in default for the unpaid amount.
3.3 TERMINATION OR SUSPENSION FOR DEFAULT OF DUES OR ASSESSMENTS
3.31 Assigned Members. If an assigned member is in default to the Institute or this Chapter for nonpayment of dues and assessments, such membership shall be subject to termination.
3.32 Unassigned Members and Allied or Affiliates. If an unassigned member or Allied or Affiliate member is in default to this Chapter for nonpayment of dues and assessments, 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 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.
CHAPTER RELATIONSHIP TO
OTHER INSTITUTE ORGANIZATIONS
4.0 THE INSTITUTE
4.01 Delegates to Institute Meetings. This Chapter shall select the delegates to represent the assigned membership at meetings of the Institute from among the assigned members of this Chapter in the number prescribed in the Institute Bylaws as follows:
4.011 Delegate Selection Procedure. Member delegates shall be appointed from among the assigned members of this Chapter by the Board of Directors, except that no more than one third of the Chapter's delegation shall be Associates. If this Chapter neglects, fails or refuses to select all its delegates, or should any appointed delegates fail to be accredited, then the President or a designated representative may appoint delegates to represent this Chapter or execute a proxy as provided in the Institute Bylaws.
4.02 Nomination and Election of Institute Directors. This Chapter shall nominate and elect the Institute Director(s) for this Chapter's region in the manner provided in the bylaws of the Regional Organization.
4.1 REGIONAL ORGANIZATION
4.11 Chapter Representation in Regional Organization. This Chapter shall participate in its Regional Organization in the manner provided in the bylaws of that organization.
4.12 Delegates to Regional Convention. The assigned members in good standing of this Chapter shall be represented at meetings of the Regional Organization by delegates selected from among the assigned members of this Chapter in the number prescribed in the bylaws of the Regional Organization as follows:
4.121 Delegate Selection Procedure. Chapter delegates to meetings of the Regional Organization shall be selected from among the assigned members of this Chapter by the Board of Directors.
4.3 LOCAL SECTIONS
4.31 Establishment of Local Sections. AIA Oregon has established the following internal voluntary Local Sections:
a) AIA Portland
b) AIA Salem
c) AIA Eugene
d) AIA Southern Oregon
e) AIA Bend
In addition to these Sections, this Chapter may establish other Sections with the approval of the Institute Secretary.
4.32 Local Section Membership. Membership in a Local Section is voluntary and shall not be assigned by the Institute or the Chapter.
4.33 Local Section Dues and Assessment. Voluntary Local Sections may not levy dues or assessment on members of the Local Section or AIA Oregon, however, the Chapter may allocate funds to be used by the Local Section for local activities.
4.34 Local Section Policies and Procedures. The Chapter's Articles of Incorporation, as they may be amended from time to time ("Articles"), and Bylaws shall govern Local Sections. Each Local Section may adopt such supplemental and supporting policies and procedures that define leadership roles, the process for nominating and electing the Section Director, meeting and communication procedures, and other local operational and program guidelines provided such items are in accordance with the Articles, Bylaws and Chapter Policies and are approved by the Board of Directors.
4.35 Local Section Leadership. Leaders of the Local Section shall be members of that Local Section and consist of, as a minimum, an elected Section Director, who serves as a Director on the Chapter Board, as well as committee chairs, co-chairs and similar program leadership positions approved by the AIA Oregon Board of Directors. The Local Section may create other leadership roles consistent with their procedures and operational guidelines.
CHAPTER MEETINGS AND CONFERENCES
5.0 REGULAR, ANNUAL AND SPECIAL MEETINGS
5.01 Annual Meeting. This Chapter shall hold an annual meeting at such time as the Board of Directors shall set. The meeting shall be for the purpose of: receiving the annual reports of the Board of Directors and the Treasurer; for the transaction of such other business as may be appropriate; and, if determined to be appropriate by the Board of Directors, for the purpose of nominating and electing the at-large directors, and representatives to the Regional Organization to succeed those whose terms are about to expire.
5.02 Special Meetings. A special meeting of this Chapter may be called by the President or the Board of Directors, and shall be called by the President at the written request of not less than 10 percent of the total number of this Chapter's members in good standing. No other business than that specified in the notice of the special meeting shall be transacted, and all rules and procedures at the meeting shall be the same as those for an annual meeting.
5.1 NOTICE, QUORUM, MINUTES FOR CHAPTER MEETINGS
5.11 Notice of Chapter Meetings. A notice of each meeting of this Chapter, stating the date, time and place where the meeting will be held, shall be given by the Secretary, by e-mail, to each member entitled to vote at the meeting. Notice shall be given not less than ten days before the date fixed for the meeting. Notice is sufficient if published in the Chapter newsletter or other means available to all members and sent to members in time for them to receive it at least ten days prior to the meeting.
5.12 Quorum at Meetings. At any meeting of this Chapter, ten percent of the membership entitled to vote shall constitute a quorum for the transaction of any business. The members present may adjourn the meeting despite the absence of a quorum.
When a vote of the Chapter membership is taken by means of a ballot, such ballot may be distributed by mail or other accessible media to those eligible to vote. Any election so conducted is defined as meeting quorum requirements if the total number of ballots submitted is equal to ten percent of the voting members.
5.13 Minutes of Meetings. Written minutes of every meeting of this Chapter, 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 after they are approved at a subsequent meeting of the Chapter and thereafter filed in the Chapter's records.
5.2 DECISIONS AT MEETINGS, ELIGIBILITY FOR VOTING
5.21 Majority Vote. Every decision at a Chapter 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 Chapter.
5.24 Limitations on Voting Eligibility. Only assigned members in good standing may vote on the following matters:
1) Matters so designated elsewhere in these bylaws;
2) Elections of delegates to meetings of the Institute and the Regional Organization;
3) Instructions to delegates;
4) Any matters relating to membership;
5) Voting on dues and assessments for Architect members shall be limited to Architect Members;
6) Other matters relating to the government, meetings, affiliations, budget and finances of the Institute.
5.25 Participation in meeting by remote communication.
(1)(a) Members that are not physically present for a membership meeting may participate in, be deemed present in person at and vote at the membership meeting if the Board of Directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the Board of Directors adopts, consistent with applicable law including ORS 65.205.
(b) Before the Board of Directors may authorize members to participate in a membership meeting by remote communication, the Chapter shall implement measures to:
(A) Verify that a person that is participating in the membership meeting by remote communication is a member; and
(B) Ensure that a member may participate by remote communication in an effective manner.
(c) The Chapter shall maintain a record of the vote or other action of a member that participates in a membership meeting by remote communication.
(2) A notice of a membership meeting at which the Board of Directors authorizes participation by remote communication shall state that the board authorizes participation by remote communication and shall describe how a member may notify the corporation that the member intends to participate in the membership meeting by remote communication.
5.26 Action without meeting. (1) Unless the Articles of Incorporation or Bylaws provide otherwise, action required or permitted by this Chapter to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the Chapter for inclusion in the minutes or filing with the Chapter records. Action taken under this Section is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date.
(2) If not otherwise determined under ORS 65.207 or 65.221, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1) of this section.
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
THE BOARD OF DIRECTORS
6.0 AUTHORITY OF BOARD OF DIRECTORS
6.01 Powers. The business of this Chapter shall be managed by the Board of Directors, which shall be composed of the officers and directors of this Chapter and shall exercise all authority, rights and powers granted to it by the laws of the State of Oregon, the Articles of Incorporation 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 Chapter except those specifically placed by these bylaws in the custody of or under the administration of the Treasurer. Within the appropriations made therefore, the Board of Directors shall do all things required and permitted by these bylaws to forward the objects of this Chapter.
6.02 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.
6.03 Freedom from Commitments. No committee, commission, officer, director, member, employee or agent of this Chapter shall initiate or carry on any activity that may commit the Chapter to an expense, policy or activity until the matter shall have been reviewed and approved by the Board of Directors.
6.1 ELECTION OF OFFICERS AND DIRECTORS
6.11 Section Representative Directors. Each authorized Local Section shall elect a Section Director to represent them on the Board of Directors prior to the Annual Meeting. Section Directors shall be elected by a process determined by the Local Section.
6.12 Nominations. Nominations for each officer and for each at-large directorship of this Chapter about to become vacant shall be made by a Nominating Committee, comprised of the President, President-Elect, and Past President. The recommended nominations shall be approved by the Board of Directors. If multiple members are interested in a specific position or positions, the Nominating Committee shall at least one month prior to the annual meeting, prepare and present to the members a slate or slates of candidates for offices and directorships at a Board of Director’s meeting prior to the end of the year.
6.13 Elections. If an election is held, the nominee for an office or directorship who receives a majority of the ballots cast at the 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.
6.14 Vote Tabulation. If an election is held, the Executive Vice President shall tally the qualified votes for each nominee, tabulate the results and immediately notify the Secretary thereof.
6.15 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 runoff election shall be elected to the office.
6.16 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
6.21 Term. The Treasurer, Secretary, At-Large Directors, and Section Directors shall serve a term of two years or until a successor has qualified. The member elected to become the President shall serve a one year as President-elect, then two year as President, and then one year as Past-President. The Nominating Committee shall endeavor to stagger terms of officers and directors. Each officer and director shall serve no more than three consecutive terms. The President-elect is elected in the President’s second term and the Past-president serves in the President’s first term.
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 or director may resign at 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 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 Chapter shall be the President, President-elect or Past-President, Secretary, Treasurer, and Executive Vice President (non-voting).
6.32 The President. The President shall exercise general supervision over the affairs of this Chapter, except those matters placed by these bylaws or by the Board of Directors under the administration and supervision of the Secretary, the Treasurer, and/or the Executive Vice President; preside at meetings of this Chapter and of the Board of Directors; appoint, with the concurrence of the Board of Directors, all committees and chairs; sign all contracts and agreements to which this Chapter is a party except for those the Board deems associated with the general operation of the Chapter and under the charge of the Executive Vice President; have charge of and exercise general supervision of the Executive Vice President, and shall perform all other duties usual and incidental to the office.
6.321 Authority. The President shall act as spokesperson of this Chapter and as its representative at meetings with other organizations and committees unless otherwise delegated by the 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.
6.33 The President-elect. 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.
6.331 Succession. The 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 Chapter 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 Chapter, except property that is placed under the charge of the Treasurer and the Executive Vice President; issue all notices of this Chapter; keep its membership roll; sign all instruments and matters that require the attestation or approval of this Chapter, except as otherwise provided in these bylaws; keep its seal, and affix it on such instruments as require it; prepare the reports of the Board of Directors and this Chapter; in collaboration with the President have charge of all matters pertaining to the meetings of this Chapter as requested by the President, and shall perform all other duties usual and incidental to the office.
6.341 Reports. The Secretary shall furnish the Institute and the Regional Organization 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 Chapter 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 the Executive Vice President, an assistant secretary, or other assistant employed by this Chapter the actual performance of any or all duties as recording or corresponding secretary, but shall not delegate responsibility for the property of this Chapter, or the making of any attestation or certification required to be given by the Secretary, or the signing of any document requiring the signature of the Secretary.
6.35 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 Chapter; prepare the budgets, collect amounts due this Chapter, and give receipts for and have the custody of its funds and monies and make all disbursements of funds; have custody of its securities and of its instruments and papers involving finances and financial commitments; conduct the correspondence relating to the office; and 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 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.
6.352 Delegation of Authority. The Treasurer shall not authorize any person to sign any order, statement, agreement, check or other financial instrument of this Chapter that requires the signature of the Treasurer, unless such delegation is expressly permitted in these bylaws. The Treasurer may delegate to the Executive Vice President, an assistant treasurer or to other assistant employed by this Chapter the actual performance of any or all duties as Treasurer but shall not delegate responsibility for the property of this Chapter, 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 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.
6.36 Past President. The Past President shall be responsible for coordinating the work of committees, special projects and commissions and shall perform such other duties as are properly assigned by the Board of Directors or the President.
6.37 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 treasurer 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.
6.38 Executive Vice President. The Board shall appoint and employ an Executive Vice President who shall be the chief executive and administrative officer of the Chapter and an ex-officio member of the Board, without vote. The Executive Vice President shall be responsible for the management and administration of the affairs of the Chapter and shall perform such other duties as may be properly assigned by the Board and/or otherwise designated in these bylaws.
6.4 MEETINGS OF THE BOARD OF DIRECTORS
6.41 Meetings Required. The Board of Directors must actually meet in a regular or special meeting in order to transact business.
6.411 Regular Meetings. The Board of Directors may hold regular meetings without notice at a time and place determined by it.
6.412 Special Meetings. A special meeting of the Board of Directors shall be held if requested in writing by one-third 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.
6.413 Waiver of Notice. Either the call and notice of a special meeting or any limitations as to the 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.
6.414 Participation by remote communication. Members of the Board that are not physically present for a meeting may participate in, be deemed present in person at and vote at the meeting if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the Board of Directors adopts, consistent with applicable law including ORS 65.205.
6.42 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. Any action required or permitted by law to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors then in office.
6.43 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 Chapter's records.
6.5 REPORTS OF THE BOARD OF DIRECTORS
6.51 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.
6.52 Report to Institute. The Board of Directors or the Secretary shall make a written report to the Institute at such times as the Institute requests of the matters and in the form required by it.
6.6 COMMITTEES AND COMMISSIONS
6.61 Formation and Composition. The Board of Directors may form committees and commissions to carry out the work of the Chapter. 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.
6.7. EXECUTIVE COMMITTEE OF THE BOARD
6.71 Composition. There shall be an Executive Committee of the Board composed of the President, President-elect, Secretary, Treasurer, Past President and the Executive Vice President who shall serve ex officio and shall be a nonvoting member of the Executive Committee.
6.72 Powers Delegated to the Executive Committee. The Executive Committee shall deal with matters delegated to it by a two-thirds vote of the Board of Directors, acting for the Board between Board meetings when required.
6.73 Quorum. A quorum of the Executive Committee shall consist of three officers. Decisions shall be by simple majority.
7.01 Budgets and Appropriations. Prior to the beginning of every fiscal year, the Board of Directors (by the concurring vote of the majority 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.
7.02 Expenditure Limitations.
7.021 General. No member, officer, director, committee, commission, employee or agent of the Chapter shall have any right, authority or power to expend any money of the Chapter, incur any liability for or in its behalf, or make any commitment that will or may be deemed to bind the Chapter 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 Chapter.
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 Chapter for the year unless specifically authorized to do so by two-thirds 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 Chapter'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 Chapter as the basis for a financial report to the members.
7.04 Fiscal Year. The fiscal year of this Chapter shall be January 1 to December 31.
7.1 MAINTAINED RESERVES
7.12 Reserves. AIA Oregon shall maintain reserves and set the amount by policy adopted by the Board of Directors.
7.2 REAL AND PERSONAL PROPERTY
7.21 Authority. In order to carry on its affairs and exercise its powers this Chapter may acquire and dispose of real and personal property for its own use.
7.22 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 devise that will not promote the objects and purposes of this Chapter, or that will place an undue financial or other burden on this Chapter.
7.3 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.
7.4 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.
8.0 EXECUTIVE OFFICE
8.01 Authority and Duties. The administrative and executive offices of the Chapter shall be in the charge of the Executive Vice President, who shall be retained by and report to the Board of Directors. The Executive Vice President shall be responsible for the administration of the affairs of the Chapter and such other duties as the Board of Directors may assign. Specifically, the Executive Vice President shall:
1. Serve as assistant Secretary and assistant Treasurer to perform such duties as the Secretary and Treasurer may delegate;
2. Employ such staff as the Board of Directors may authorize to operate the Chapter in conformance with the Chapter’s mission, strategic plan, annual budget, programs, and initiatives.
3. Attend all meetings of the Board of Directors as a member ex officio without vote;
4. Make reports to the Board of Directors on the affairs and business of the Chapter when requested by the Board of Directors.
8.02 Administrative Personnel. The Board shall review and approve the personnel policies and practices of the administrative office of this Chapter submitted by the Executive Vice President, including but not limited to personnel requirements, and shall provide equal opportunities to all individuals. The Executive Vice President is responsible for the day–to‐day oversight of administrative personnel in compliance with the personnel requirements approved by the Board.
8.1 RECORDS OPEN TO MEMBERS
The correspondence and the minute books, the Treasurer's books of account and the Secretary's records of this Chapter, except confidential matters relating to membership applications and bestowal of honorary memberships, shall be open to inspection at the executive offices of this Chapter during business hours by any member of this Chapter in good standing.
8.2 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 such rules are applicable and are not inconsistent or in conflict with law, these bylaws or the rules and regulations adopted by this Chapter or by the Board of Directors.
8.3 CHAPTER OPERATIONS
8.3.1 Governance Policies. To carry out the objectives of the Chapter, the Board of Directors shall establish Governance Policies for the more routine conduct of Chapter business.
8.3.2 Policy Adoption. Governance Policies shall require approval by a two-thirds vote of the Board of Directors.
8.4 LIABILITY, INDEMNIFICATION AND INSURANCE
8.41 Liability. In the absence of misconduct, fraud or bad faith, the present and former officers, directors and employees of this Chapter shall not be personally liable for its debts, obligations or liabilities.
8.42 Indemnification. If a director or officer of the Chapter 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 Chapter, 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 judgments, fines, settlements, and reasonable expenses, including attorney's fees actually and necessarily incurred, in connection with the action or proceeding.
8.43 Officers and Directors Insurance. The Board of Directors shall authorize the purchase and maintenance by this Chapter 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 Chapter as may protect them against any liability asserted against them in such capacity, whether or not this Chapter would have the power to indemnify such persons under applicable law.
8.44 General Liability Insurance. The Board of Directors shall authorize the purchase and maintenance by this Chapter of such insurance to cover general liability of the Chapter in conducting Chapter business.
8.45 Other Insurance. The Board of Directors may authorize the purchase and maintenance by this Chapter of such other insurance, such as special event insurance, as may be needed to protect the Chapter from liability.
8.51 Ethics Charges. This Chapter shall not adjudicate any claims of violations of the Code of Ethics and Professional Conduct. All such claims shall be referred to the Institute's National Ethics Council for adjudication.
9.0 AMENDMENTS AT MEETINGS OF THIS CHAPTER
9.01 Notice of Proposed Amendments. These bylaws may be amended at any meeting of this Chapter 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 Chapter who are present at the 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 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 Institute Bylaws.
9.12 Delegation of Authority. The Board of Directors shall be authorized to amend specific provisions of these bylaws to ensure conformity with the Institute Bylaws or 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.