1.0 GENERAL PROVISIONS
1.0.1.Name. The name of this organization is the South Carolina Chapter of the American Institute of Architects, hereafter referred to as this Chapter. Except for reports to the government and other instances requiring official identification, the commonly used name for the Chapter shall be AIA South Carolina.
22.214.171.124 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.
1.0.2 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. (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.
1.0.3 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 the State of South Carolina.
1.0.4 Organization. This Chapter is a non-profit membership corporation incorporated in the State of South Carolina on the 22nd day of August 1913, and chartered by the Institute on September 25, 1913.
1.0.5 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.
1.0.6 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 state organization and regional organization to further the interests of the membership, and by agreement with these organizations may represent and act for them within the territory of this Chapter.
1.1. AFFILIATIONS WITH OTHER ORGANIZATIONS
1.1.1 Purpose of Affiliations. This Chapter may affiliate with any local educational institution or organization of the 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.
1.1.2 Agreements of Affiliation. Every affiliation must be authorized by not less than two-thirds vote of the Board of Directors and shall be evidenced by a written agreement signed by the Chapter and the affiliated organization.
126.96.36.199 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.
188.8.131.52 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.
184.108.40.206. 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.
1.1.3 Privileges of Affiliated Organizations. The representative of an affiliated or collaborating institution or organization may attend any of the regular meetings of this Chapter, and may speak at the invitation of the presiding officer.
1.2.1 Chapter Endorsements. Neither this Chapter, nor the Board of Directors, the Executive Committee, 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
2.0.1 Categories of Membership. The membership of this Chapter shall consist of:
a) the Architect, Intern and Associate members of the Institute who have been assigned to the Chapter, and
b) the allied and affiliate members the Chapter may admit as provided in paragraphs 2.35 through 2.37.
2.0.2 Definitions. In these bylaws, Architect, Intern and Associate members who have been assigned to this Chapter are referred to as “assigned members.” The term “allied” shall refer to allied members, and the term “affiliate” shall refer to student affiliates and honorary affiliates. The term “member” if not otherwise qualified, shall refer to all persons in all classes of membership in this Chapter.
2.0.3 Qualifications. This Chapter shall not establish qualifications in addition to, or which vary from, the Institute’s policies for membership.
2.0.4 Non-resident Status. Non-resident status shall be accorded to members who apply for such status because of their intended absence from the United States for at least 18 consecutive months. Non-resident members shall have the same rights and privileges as other members in the same category, except that the Chapter may lower dues and/or assessments for such members as provided in Article 3.
2.0.5 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/Treasurer as a member of this Chapter. New memberships will be announced at the next regular meeting of this Chapter and in the next issue of the Chapter’s official publication.
2.0.6 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.
2.0.7 Resignations. Any member may resign from this Chapter by presenting a written resignation to the Secretary/Treasurer. The resignation of an assigned member, if the Secretary/Treasurer finds the member eligible to resign, shall be forwarded to the Institute and will be effective upon its receipt by the Institute. Other resignations shall be effective as of the date the letter of resignation was received by the Secretary/Treasurer.
2.0.8 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.
2.0.9 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, 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
2.1.1 General. The qualifications, rights and privileges of assigned Architect, Intern and Associate members shall be as provided in the Institute Bylaws.
2.1.2 Action on Applications. Whenever an application for membership in the Institute and assignment to the Chapter is filed with this Chapter, the Board of Directors shall, within 30 calendar days after the date the application was filed, make a recommendation to the Institute Secretary to accept or deny the application.
2.1.3 Reassignment. The Chapter shall not delay nor impede the transfer of any assigned member in good standing who has applied for assignment to another chapter of the Institute.
2.1.4 Admission Fees Prohibited. An assigned member shall not pay any admission or initiation fee for membership in this Chapter.
2.1.5 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.
2.1.6 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.
2.2 ALLIED AND AFFILIATE MEMBERS
2.2.1 Admission. Every application for admission to allied or affiliate membership in this Chapter shall be promptly acted upon by the Board of Directors.
2.2.2 Admission Fees. Every applicant for an allied or affiliate membership, except Honorary Affiliate members, shall pay an admission fee in an amount determined by the Board of Directors as provided in section 3.02 of these bylaws.
2.2.3 Termination. Allied or Affiliate membership is terminated by the death or resignation of an allied or affiliate and by the admission or eligibility to be admitted as an assigned member. The Board of Directors may terminate the membership of an allied or affiliate member for indebtedness as provided in section 3.32 or, by two-thirds vote, for conduct detrimental to the interests of the Chapter.
2.2.4 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;
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;
4) May not in any way use the name, initials, seal, symbol or insignia of this Chapter or of the Institute.
2.2.5 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.
2.2.6 Student Affiliates. Student Affiliates shall be undergraduate or post-graduate students of architecture schools, or secondary school students, within the territory of this Chapter.
2.2.7 Honorary Affiliates.
220.127.116.11 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.
18.104.22.168 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, may admit a nominee as an Honorary Affiliate member.
22.214.171.124 Rights and Privileges. In addition to the rights and privileges set forth in paragraph 2.34 above, Honorary Affiliate members of this Chapter shall not pay admission fee or annual dues nor be subject to any assessment.
3.0 ANNUAL DUES
3.0.1 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, except as otherwise provided in these Bylaws.
3.0.2 Amount of Annual Dues. The amount of Chapter dues to be paid by all Members, Allied and Affiliate Members shall be established annually by the Board of Directors. The Board of Directors may set dues at different rates for different member categories.
3.0.3 Allocation of First Annual Dues. If a member, Allied Member or Affiliate Member in any category is admitted at any time during the first quarter of a fiscal year, the person shall pay the entire annual dues as dues for the year of the admission; if a person is admitted during the second or third quarter of the fiscal year, the Member, or Allied Member shall pay an amount equal to two thirds (2/3) of the annual dues as dues for the remainder of the fiscal year;
if admitted during the last quarter of the fiscal year, the Member, Allied or Affiliate Member shall pay an amount equal to one-third (1/3) of the annual dues for the remainder of the fiscal year.
3.0.4 Individual Exemption from Payment of Dues. A Member Emeritus assigned to this Chapter who is exempted from the payment of dues to the Institute by retirement ipso facto shall be exempted from the payment thereafter of annual dues to this Chapter. The President of this Chapter, during said President’s term of office, shall be exempted from the payment of annual dues. Honorary Affiliates shall be exempt from the payment of dues. The Board of Directors by the concurring vote of two-thirds (2/3) majority may exempt any other members in any category from the payment of annual dues.
3.0.5 Dues Payment Programs. Notwithstanding any other provision of these Bylaws, the Board may provide programs under which new or renewing members may pay their regular annual dues to the Institute in one or more installments over a period of time during the year in which the dues are due and payable. Any such program may provide for service and interest charges, and include such other terms and conditions, as the Board may find appropriate.
3.1.1 Authority. This Chapter, by the concurring vote of not less than two-thirds of the total number of Architect members present at a meeting, may levy an assessment on its Architect members, and by the concurring vote of not less than two-thirds of the total number of its assigned members may levy an assessment on its Interns, Associate members and/or affiliate members.
3.1.2 Notice of Assessment. Notice of the intention to levy an assessment stating the amount, the reasons for the assessment, and when it shall be payable, shall be mailed to every member not less than 30 days prior to the meeting of this Chapter at which the proposed assessment is to be voted on.
3.2 DEFAULT OF ANNUAL DUES AND ASSESSMENTS
3.2.1 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; provided, however, that no member shall be considered in default so long as he or she is current in his or her dues payments made in accordance with any programs approved by the Board in accordance with Section 3.0.5 of these Bylaws.
3.2.2 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.
3.2.3 Notice of Default to Member. Every member who is in default to this
Chapter shall be given 30 days’ notice in writing of impending termination because of said default.
3.3 TERMINATION OR SUSPENSION FOR DEFAULT OF DUES OR ASSESSMENTS
3.3.1 Assigned Members. At appropriate intervals, the Secretary/Treasurer of this Chapter shall send to the Institute Secretary/Treasurer a list of all assigned members in default to this Chapter with the amount of such default and request termination of those memberships. When any such default is cured, the Secretary/Treasurer shall immediately notify the Institute Secretary.
3.3.2 Allied Members and Affiliates. If an allied member 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.
4.0 THE INSTITUTE
4.0.1 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:
126.96.36.199 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 Interns or 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.
4.0.2 Nominations and Election of Institute Directors. The assigned members of 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
4.1.1 Chapter Representation in Regional Organizations. This Chapter shall participate in the Regional Organization in the manner provided in the bylaws of that organization. The President or another member appointed by the Board of Directors shall represent the members of this Chapter at meetings of the Regional Organization.
4.2.1 Establishment of Sections. This Chapter may establish Sections with
the approval of the Institute Secretary.
188.8.131.52 Procedure. Members in a geographic area within the territory of the Chapter may petition the Board of Directors to form a Section.
4.2.1 Section Membership Voluntary. Membership in any Section shall be
voluntary and not required as a condition of membership in the Chapter or the Institute unless a member resides in an area where Comprehensive Membership is in place.
4.2.2 Section Dues and Assessments. Sections may levy dues and assessments on members who choose to join the section.
5.0 REGULAR, ANNUAL AND SPECIAL MEETINGS
5.0.1 Regular Meetings.
This Chapter shall hold at least one regular meeting each year. The time and place of the meeting shall be determined by the meeting committee subject to the approval of the Board of Directors.
A special meeting shall be held if a call for such a meeting of this Chapter is made by the concurring roll call vote of not less than two thirds (2/3) of the entire membership of the Board of Directors or by a written petition to the Board of Directors signed by not less than twenty-five (25) percent of the total number of members of this Chapter then in good standing. In the latter event, the Board of Directors shall call the special meeting for the purposes set out in the petition within thirty (30) days after receipt. No other business than that specified in the call notice of the special meeting shall be transacted thereat, and all rules and procedure at the meeting shall be the same as those for a regular meeting.
5.1 NOTICE, QUORUM, MINUTES FOR CHAPTER MEETINGS
5.1.1 Notice of Calls of Meetings. A notice of each meeting of this Chapter, stating the time and place thereof, shall be served by the Secretary/Treasurer on every “member”, “allied”, and “affiliate”, by mailing it to the address on file with the Secretary/Treasurer. The notice of each regular meeting, and the call and notice of each special meeting, shall be served at least ten (10) 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 on which the notice or the call and notice was mailed prior to the meeting.
5.1.2 Quorum at Meetings. A quorum shall be necessary for the transaction
of any business at a meeting of this Chapter. Unless the statutes or these Bylaws otherwise require, a quorum shall be three (3) percent of the total number of the assigned Members of this Chapter.
5.1.3 Minutes of Meetings. The Secretary/Treasurer shall cause written minutes of every meeting of this Chapter to be kept in the Book of Minutes of this Chapter and all reports and other matters presented to the meeting shall be attached to the minutes as a part thereof. The minutes of each meeting shall record the names of all Members, Allieds and Affiliates and others present and every action taken at the meeting. Each of the minutes shall be signed by the Secretary/Treasurer of the meeting and approved at a meeting of this Chapter. A copy of the minutes shall be sent to the Secretary of the Institute and to the Region’s Directors within sixty (60) days after the meeting has been held.
5.2 DECISIONS AT MEETINGS, ELIGIBILITY FOR VOTING
5.2.1 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.
5.2.2 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.
5.2.3 Proxies. Unless otherwise required by law, there shall be no voting by
proxy at a meeting of this Chapter.
5.2.4 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 Institute Directors; delegates to meetings of the Institute and the Regional Organizations;
3) Instructions to delegates;
4) Any matters relating to membership;
5) Voting on dues and assessments for Institute Members shall be limited to Institute Members;
6) Other matters relating to the government, meetings, affiliations, budget and finances of the Institute;
5.2.5 Mail Ballot. Any vote that may be taken at a meeting of this Chapter
may be taken by direct mail ballot of the members of this Chapter, provided that the matters voted on have been introduced and discussed at a regular or special meeting of this Chapter.
6.0 AUTHORITY OF EXECUTIVE COMMITTEE
6.0.1 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 South Carolina, the articles of incorporation and by these bylaws.
184.108.40.206 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 Secretary/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.
220.127.116.11 The Executive Committee.There shall also be an Executive
Committee of the Board of Directors directed to act for the Board of Directors in its behalf between Board of Directors meetings. Activities and actions of the Executive Committee shall be reported to the Board of Directors at the next board meeting.
18.104.22.168.1 Authority of the Executive Committee. The authority
of actions and duties of the Executive Committee shall be limited to those specifically designated by the Board of Directors.
22.214.171.124.2 Membership of the Executive Committee. The
Executive Committee members shall be the Officers of the Board of Directors (President, Vice President, Secretary/Treasurer and the Immediate Past President Director.
6.0.2 Delegation of Authority. Neither the Board of Directors, the
Executive Committee, 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.
6.0.3 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
6.1.1 Annual Election Meeting. The Annual Meeting each year shall be designated as the annual election meeting of this Chapter.
6.1.2 Elections. The President of this Chapter shall not be elected directly,
but shall assume office by automatic succession from the Office of the Vice President, provided that the President shall be elected when the Vice President is unable or unwilling to assume the Office of President. At least ninety (90) days prior to the Annual Meeting, the President shall appoint and charge a Nominating Committee, subject to approval of the Board of Directors. At least thirty (30) days prior to the Annual Meeting the Nominating Committee shall announce to the Board of Directors its nominees of at least one candidate for each elective office and directorship about to become vacant. Names of nominees shall be circulated to the membership at least (20) days prior to the Annual Meeting. Additional candidates may be nominated from the floor. Candidates must agree to serve prior to balloting.
The Nominating Committee shall seek nominations from each AIA Section and region of the state for the Director positions.
If there is only one nominee for any office or directorship, the Secretary/Treasurer 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 for each office and each directorship shall be placed by the Secretary/Treasurer on ballots for the voting thereof by the meeting. Such voting shall be by secret ballot in accordance with the procedure prescribed thereof by law and the provisions of Section 6.1.3 of this Article.
6.1.3 Balloting Procedures. Balloting shall be in the charge of three tellers
appointed by the President, who shall be 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/Treasurer thereof. The President shall announce to the meeting the results of all balloting, and shall declare all elections complete. The nominee for an office or directorship who receives a plurality of the ballots cast for the office or directorship shall be elected thereto.
6.1.4 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 runoff election shall be elected to the office.
6.2 MEMBERSHIP OF THE BOARD OF DIRECTORS
6.2.1 Board of Directors. The Board of Directors shall consist of two
groups; (a) officers, (b) directors. The total number shall not be less than fifteen (15) “assigned” members of this chapter.
(a) 3 Officers – President, Vice President/President-Elect, Secretary/Treasurer
(b) 2 State Directors – The Past President and one Emerging Professional/Associate Director
(c) 10 Directors – Three (3) directors from each of three regions of the state, being defined as the Upstate, Midlands, and Lower State. A map of the counties and AIA Sections in each region will be prepared and updated annually based on approximately equal member distribution. One (1) Educator Director who is on the faculty at Clemson University.
No more than two (2) Directors or one-third (1/3) of the total directors, whichever is greater, shall be Intern and/or Associate members at any given time.
6.3 TERMS OF OFFICE OF OFFICERS AND DIRECTORS
6.3.1 Term. The term of office of the President and Vice-President/President Elect and Past President shall be one (1) year. The term of the Secretary/Treasurer shall be two (1) year. The term of the Emerging Professional Director and nine (9) Directors will be three (3) years. The Directors within each region will serve staggered terms, with one (1) Director being elected from each region each year. Each officer and director shall serve until a successor has qualified.
6.3.2 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.
6.3.3 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/Treasurer unless a different time is stated in the resignation. No resignation shall discharge any accrued duty or obligation of an officer (or director).
6.3.4 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.
6.4.1 Officers. The officers of this Chapter shall be the President, Vice
President/President-elect, and Secretary/Treasurer.
6.4.2 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 and/or the Treasurer; preside at meetings of this Chapter and of the Board of Directors; appoint, with the concurrence of the Board of Directors, all committees; sign all contracts and agreements to which this 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.
126.96.36.199 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.
6.4.3 The Vice President/President-Elect. The Vice President/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.
188.8.131.52 Succession. The Vice President/President-elect shall succeed
to the office of President upon expiration of the term of office of the President.
184.108.40.206 Meetings Committee. The Vice President shall chair the
Meetings Committee and shall be responsible to the Chapter and the Board of Directors for all arrangements made by the Chairman and committees designated for each meeting.
6.4.4 The Secretary/Treasurer. The Secretary/Treasurer 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, 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, and shall perform all other duties usual and incidental to the office.
220.127.116.11 Reports. The Secretary/Treasurer 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.
18.104.22.168 Delegation of Authority. The Secretary/Treasurer may delegate to the Executive Director or 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/Treasurer, or the signing of any document requiring the signature of the Secretary/Treasurer.
6.4.5 The Secretary/Treasurer. The Secretary/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.
22.214.171.124 Reports. The Secretary/Treasurer shall make a written report to each 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 Secretary/Treasurer’s recommendations on matters relating to the finances and general welfare of this Chapter.
126.96.36.199 Delegation of Authority. The Secretary/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 Secretary/Treasurer, unless such delegation is expressly permitted in these bylaws. The Secretary/Treasurer may delegate to the Executive Director or an assistant treasurer or other assistant employed by this Chapter the actual performance of any or all duties as Secretary/Treasurer, but shall not delegate responsibility for the property of this Chapter, or the signing of any document requiring the signature of the Secretary/Treasurer.
188.8.131.52 Liability. The Secretary/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.
184.108.40.206 Transfer of Records. When a new Secretary/Treasurer takes office, the retiring Secretary/Treasurer shall turn over the successor a copy of the closing financial records of the treasury.
220.127.116.11 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.
18.104.22.168 Fidelity Bond. The Secretary/Treasurer and the Executive Director shall furnish and maintain a fidelity bond in favor of and at the expense 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 $20,000.00. 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 death, resignation, or removal from office of the secretary/treasurer, for an and all loss of this Chapter may sustain of monies, funds, securities, negotiable instruments of other personal property belonging to this Chapter that may have come into the hands or possession of the Secretary/Treasurer, including that for which the Secretary/Treasurer is responsible.
If the Board of Directors elects a secretary/treasurer pro tem, it shall require a fidelity bond from said person in all respects similar to that given by the Secretary/Treasurer.
6.5 MEETINGS OF THE BOARD OF DIRECTORS
6.5.1 Meetings Required. The Board of Directors or its Executive
Committee must actually meet in a regular or special meeting in order to transact business. Members of the Board of Directors or the Executive Committee may participate in a meeting of the committee by conference telephone or a similar device that allows all persons participating in the meeting to hear one another at the same time.
22.214.171.124 Regular Meetings. The Board of Directors or its Executive
Committee may hold regular meetings with notice at a time and place determined by it.
126.96.36.199 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/Treasurer 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. A special meeting of the Executive Committee shall be held if requested by the President.
188.8.131.52 Service of Notices of Meetings. Every call or notice of an
organization meeting or special meeting shall be served not less than three (3) days before the date fixed for the meeting.
184.108.40.206 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.
6.5.2 Quorum and Vote. Fifty percent (50%) of the members 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. Three (3) members of the Executive Committee shall constitute a quorum for the transaction of business by the Executive Committee.
6.5.3 Minutes. The Secretary/Treasurer shall keep written minutes of each meeting of the Board of Directors and Executive Committee, recording the members in attendance, 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/Treasurer and filed with the Chapter’s records.
6.6 REPORTS OF THE BOARD OF DIRECTORS
6.6.1 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.
6.6.2 Report to Institute. The Board of Directors or the Secretary/Treasurer 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.
6.7 COMMITTEES AND COMMISSIONS
6.7.1 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.
220.127.116.11 Establishment. This Chapter shall establish Commissions to act
as supervisory and liaison entities for the Board of Directors on the committees of this Chapter. Each Commission shall consist of the chairman of each Standing Committee, Special Committee or task force under its assigned jurisdiction. The chairman of the Commission shall be a director of the Board of Directors of the Chapter. The appointment of the members to a Commission shall be not more than one year and that term shall coincide with the term of the President of this Chapter. Commissions shall be established, renewed or abolished annually by the Board of Directors at their first meeting after the Annual Meeting as recommended by the President-elect.
18.104.22.168 Authority. No Commission member nor chairman shall incur
financial obligation unless funds are available in its appropriation and it is authorized to do so under existing rules. None of the foregoing shall commit the Chapter on any matter without specific written authority.
6.7.3 Chapter Standing Committees, Special Committees and Task Forces.
22.214.171.124 Object. The object of Chapter Committees, Standing
Committees and Task Forces shall be to carry out the work of the Chapter, the Board of Directors and the Commissions of the Chapter.
126.96.36.199 Establishment and Term of Office. Every Standing Committee
shall be established, renewed or abolished annually by the Board of Directors. If continued from year to year, its membership will be reviewed and reassigned annually.
7.0.1 Budgets and Appropriations. Prior to the Annual Meeting each year, the Board of Directors shall prepare a budget for the succeeding fiscal year, showing in detail the anticipated income and expenditures, for recommendation to the membership of the Chapter. Copies of the proposed budget shall be sent to the membership not less than thirty (30) days prior to the date of the Annual Meeting, but compliance with this requirement shall not be a condition precedent to consideration of the proposed budget by the membership at this Annual Meeting. The membership, at the Annual Meeting of this Chapter shall review the budget as recommended by the Board of Directors and, make such amendments as it deems appropriate. Upon review of amendments and recommendations the Board of Directors shall adopt the budget for the next year and make annual appropriations in accordance therewith, authorize the expenditures thereof, and authorize the Secretary/Treasurer to pay the authorized expenditures when due.
7.0.2 Expenditure Limitations.
188.8.131.52 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.
184.108.40.206 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.
7.0.3 Review of Financial Records. When a Secretary/Treasurer is elected and at other appropriate times, 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.
7.0.4 Fiscal Year. The fiscal year of this Chapter shall be from January 1,
through December 31.
7.1 REAL AND PERSONAL PROPERTY
7.1.1 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.
7.1.2 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 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.
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.
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
The administrative and executive offices of the Chapter shall be in the charge of the Executive Director, who shall be employed by and report to the Board of Directors. The Executive Director shall be responsible for the administration of the affairs of the Chapter and such other duties as the Board of Directors may assign. Specifically, the Executive Director shall:
1. Serve as assistant Secretary/Treasurer to perform such duties as the Secretary/Treasurer may delegate;
2. Employ such staff as the Board of Directors may authorize as may be necessary to perform the duties assigned by the Board of Directors;
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;
5. Promote the SC Chapters through legislative events, continuing education offered by the Chapter, and practice issues affecting the profession of architecture;
6. Engage the membership on a regular basis;
7. Enhance the public relations of the Chapter;
8. Represent the Chapter at AIA/SC meetings and National AIA meetings.
8.1 RECORDS OPEN TO MEMBERS
The correspondence and the minute books, the Secretary/Treasurer’s books of account and the Secretary/Treasurer’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 the business hours fixed by the Board of Directors, 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 LIABILITY, INDEMNIFICATION AND INSURANCE
8.3.1 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.
8.3.2 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.
8.3.3 Insurance. The Board of Directors may 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.
The Board of Directors may retain legal counsel. The Chapter through the Board of Directors may seek counsel on all agreements made by the Chapter.
The Board of Directors may prepare, edit, publish, print, sell or otherwise distribute any document, book, data, information or other literature concerning any matter that will tend to promote the objects of this Chapter. The publication of official Chapter notices in any official bulletin of communication with the membership shall satisfy the requirements of law and of these Bylaws regarding publication, provided that the official bulletin of communication be mailed on a date which meets the time requirements specified by law or in these Bylaws.
This Chapter, from time to time as funds or other means become available therefore, may make awards to persons, firms, corporations or associations for meritorious work in their respective fields. Each award shall be bestowed for and in behalf of this Chapter by the concurring vote of all but one of the Board of Directors, after due consideration of the nominees and their work. The token of each award shall be in the form of a medal, an embossed certificate, a scholarship or otherwise as the Board of Directors shall determine or the deed of gift shall fix.
9.0 AMENDMENTS AT MEETINGS OF THIS CHAPTER
9.0.1 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.
9.0.2 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.
9.1 AMENDMENTS BY THE BOARD OF DIRECTORS
9.1.1 Conformity with Institute Bylaws. The Board of Directors, without
action by a meeting of this Chapter, shall 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.
9.1.2 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.