2016 Bylaws Revisions

As AIABaltimore’s Chapter Bylaws have not been revised for over ten years, there are much needed updates and revisions for the review and approval of our Chapter’s AIA membership.

The proposed AIABaltimore Bylaws amendments reflect several categories of revisions: policy and nomenclature changes made by AIA National and AIA Maryland in the intervening years, revisions needed to bring our Bylaws up to date with our Chapter’s current procedures and practices, and changes to enhance representation of our Emerging Professionals, and to create greater transparency and participation among AIA membership at large.

Download a full list of Bylaws revisions here: http://www.aiabaltimore.org/wp-content/uploads/2015/11/AIABaltimore_FINAL-Bylaws-Revision_11.10.15.pdf

Note that on the electronic voting form members can vote to approve all bylaws changes to skip having to vote on each revision individually.

Summary of Revisions

 

References to the “Maryland Society of the American Institute of Architects” shall be amended to “AIA MD”, as per AIA MD’s changes in name in their legal incorporation and Bylaws. [Definitions; and various articles where mentioned]

Article 3(a):  A change to AIABaltimore board practice shall be made to allow the President-Elect (rather than the Past President) to serve as a Director on the AIA MD board for a term of one year. This will allow the President-Elect to become familiarized with issues and advocacy at the State level to enhance AIABaltimore’s role and collaboration with Maryland AIA Chapters.

Proposed Revision: 
The President-Elect shall serve as a Director on the AIA MD Board for a term of one year.

Article 4(a): Corrects the name of the Mid Atlantic Regional Council of The American Institute of Architects. This article also amends the process for regional nomination to the AIA Strategic Council to align with AIA National’s board governance change in 2014.

Proposed Revision:
The Chapter Board shall nominate representatives to run for election for the Mid-Atlantic Region of the AIA to serve as members of the AIA Strategic Council in the manner prescribed by the AIA.

Article 5(b): Removes the obligation of Emeritus Members to pay Supplemental Dues to AIA MD. These dues are no longer required by AIA MD.

Proposed Revision:
Member Emeritus is relieved of personal Dues obligations from the AIA, the Chapter, and the AIA MD.

Article 5(f): Requires that Student Affiliate members also be members of their school of architecture’s AIA Students Chapter, provided that this exists at their institution.

Proposed Revision:
Student Affiliate, with limited privileges and responsibilities, is a member of the Chapter and may also be a member of AIA MD, and AIA in the manner prescribed by each organization. To be eligible for Student Affiliate membership, students must be a member of an AIAS chapter, if this exists at their institution.

Article 5(f), and Other Following Sections: Changes the name of the Professional Affiliates membership to Allied Membership per our change in nomenclature effected in 2013.

Article 5(f): Allows for AIABaltimore Allied Members to be a member separately of AIA National per the process prescribed by that organization.

Proposed Revision:
Chapter Allied Member, with limited privileges and responsibilities, is a member of the Chapter and may be member of AIA MD and of the AIA in the manner prescribed by each organization.

Article 5(g): Removes AIA MD from this section, as Allied Membership for AIA MD is a separate membership not governed by AIABaltimore.

Proposed Revision:
Honorary Allied Member, is a classification granted by the Chapter to a person, generally a non-architect, in recognition of outstanding contributions or service to the profession or community. There is no Dues obligation. (The term “Honorary Member” is reserved for AIA use only and shall not be used by components.)

Article 7(a): Provides that the Annual Membership Meeting may be held in December, following our chapter practice.

Proposed Revision:
Annual Membership Meeting.  Held in December or as determined by the Board to elect Chapter Officers, Chapter Directors, AIA MD Directors, and to conduct other Chapter business.

Article 7(d): Allows for Membership Meeting notices and calls to be sent via e-mail, and removes the section on postal emergencies as moot.

Proposed Revision:
Notices and Calls of Membership Meetings.  A notice of each Chapter Meeting (except for Committees and the Board) stating the time, place, and purpose, shall be mailed (or emailed) to every Member in all classifications.

Article 7(e): Allows for notices for Annual Meetings and Special Membership Meetings that may require a Bylaws change to be sent via e-mail.

Proposed Revision:
Sufficient lead time for distribution of notices shall be determined by the content of the meeting, except that notices for the Annual Membership Meeting and Special Membership Meetings that may require Bylaws changes shall be mailed (or emailed) at least 30 days in advance.

Article 8(a), and Following Sections:  removes “Intern” member designation, as this is redundant with Associate Member.

Article 8(c): Allows for Associate Members (Associate AIA) to be counted along with full Members (AIA) in the 15% required for a Quorum and Decisions at Annual Membership Meeting.

Proposed Revision:
Quorum and Decisions at Annual Membership Meeting. Fifteen percent (15%) of full Members and Associate Members in good standing at voting time. Decisions shall be by the majority vote, including signed proxies in hand at the meeting. Roll call or written ballots are permissible.

Article 8(g): Allows for Associate Members (Associate AIA) to be counted along with full Members (AIA) in the 15% required for a Quorum and Decisions to Amend Chapter Bylaws and Levy Assessments.

Proposed Revision:
Quorum and Decisions to Amend Chapter Bylaws and to Levy Assessments. Fifteen percent (15%) of full Members and Associate Members in good standing at voting time. Decisions shall be by 2/3 concurring vote, including signed proxies in hand at the meeting. Roll call or written ballots are permissible. Resolutions shall set forth effective dates of all amendments.

Article 9(a): Provides greater transparency and opportunity for chapter board participation by calling for board nominations to be solicited from the membership at large in advance of the Annual Meeting (according to the timeframe and process set forth).

Proposed Revision:
Nominations to the Board. At least two (2) months, but no more than three (3) months prior to the Annual Membership Meeting a call for members to express an interest in serving on the Board shall be distributed to all members in good standing.

Article 9(b): Removes the requirement to for slate of board nominees to be “mailed” to the membership to allow for electronic notice to be presented.

Proposed Revision:
Nominating Committee. At a Meeting of the Board held at least one (1) month prior to the Annual Membership Meeting, the President, with Board approval, shall appoint a Nominating Committee to prepare a slate of Chapter Officers and Directors and AIA MD Directors. The Nominating Committee shall be the President-Elect, one (1) Member of the Board, and one (1) full Member not serving as an Officer or AIA MD Director. The slate shall be presented to the membership as part of the notice required in Article 7.

Article 10(a): Deletes an incorrect statement: At-large Board of Directors members are not Officers.

Proposed Revision:
The Board of Directors consists of ten (10) full Members of the Chapter, one Associate Member, and one (1) Allied Member. (See also Article 11.) Composition of the Board shall be limited to no more than three (3) Directors from one individual firm at the beginning of the term.

Article 10(e): Changes “terms of office” for board members to be candidates for re-election for additional terms, not automatic reappointment.

Proposed Revision:
Terms of Office. Shall be one (1) year for President and President-Elect; two (2) years for each Director and one (1) year for Secretary, Treasurer and Associate Representative, all of whom, except the Associate Representative, may be re-elected to serve serve two (2) additional, consecutive terms; one (1) year for the Past-President as a Director. Terms for two (2) year positions begin January 1 and expire 24 months later on December 31. Terms for one (1) year positions begin January 1 and expire the following December 31. Only elected terms shall count toward term limits.

Article 10(e): Adds clarification to terms of office that “only elected terms shall count toward term limits” and that partial terms served in filling vacancies shall not count toward term limits.

Proposed Revision: (See Revision of Article 10(e))

Article 10(j): Provides for remote attendance of board members at meetings.

Proposed Revision:
Remote attendance. Board members may attend board meetings remotely, in real time, via conference call, video conference or other technologies determined to be suitable by the board. Remote attendance shall be treated no differently than attendance in person for the purposes of conducting business.

Article 10(l): Removes redundant term (covered under Article 10(o).

Proposed Revision (To be removed in full):
Office. The Board may rent office space within existing budgets.

Article 12(a4): Provides for financial audits by an independent auditor to be performed every fifth year.

Proposed Revision:
Audits. The Board shall employ an independent accountant to prepare an annual report of financial condition including an audit no less than every fifth year. The Board may appoint an audit task force of three (3) full Members, none of whom shall serve on the Board, with the Treasurer serving ex-officio.

Article 12(d): Removes requirement for $25 reinstatement fees, and payment of past dues as a condition for membership reinstatement. This is no longer the practice of the Chapter.

Proposed Revision (To be removed in full):
A reinstatement fee of $25.00 shall be levied upon all former members of the BC/AIA, at the time they apply for readmission into the AIA. This fee is in addition to payment of all past dues owed up to the date of resignation or termination during the former membership period.

Article 13(c): Allows for leadership continuity for Chapter committees by providing for chairs and co-chairs to be elected from within committee ranks, and limiting service of chairs and co-chairs to a total of two consecutive years in either of these positions.

Proposed Revision:
Terms and Duties. Every Committee, Sub-Committee or Task Force shall expire at the end of each fiscal year by may be recreated by the incoming Board. A sense of continuity should be attempted via rotation of membership as needed. Committees may be suspended by the Board for inability or failure to act with Board concurrence. A chair and co-chair for each committee shall be elected from amongst those members participating in the activities of the committee. Committee members serving as chair or co-chair shall be limited to a total of two consecutive years in either of these positions.

Article 13(d): Provides clarification that the Executive Director as “hired staff” shall sit on the Board Executive Committee in an ex-officio capacity.

Proposed Revision:
Executive Committee. On behalf of the Board, the President, President-Elect, Secretary, and the Treasurer shall serve as members of the Executive Committee. The Committee shall meet on a regular basis to recommend policy to the full Board. The hired staff (Executive Director) shall sit on the Committee ex-officio. The Committee shall function in accordance with Article 8 and the rules governing the BC/AIA Board.

Article 15: removes the provision of “framed” certificates from awards and honors bestowed by the Chapter.

Article 16(e): Removes the terms providing for “a Women’s Architectural League” (ie, women’s auxiliary groups) at the Chapter, as an antiquated provision no longer in practice.

Proposed Revision (To be removed in full):
A Women’s Architectural League of this Chapter may be established as prescribed by AIA.

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