Bylaws

BYLAWS of
The American Institute of Architects
Southern Arizona Chapter
TABLE OF CONTENTS
ARTICLE I - Organization............................................................................................................... 2
ARTICLE II - Membership .............................................................................................................. 2
ARTICLE III - Honorary Membership........................................................................................... 4
ARTICLE IV - Officers & Directors ............................................................................................... 4
ARTICLE V - Meetings..................................................................................................................... 5
ARTICLE VI - Representation to AIA Arizona & Institute Meetings......................................... 6
ARTICLE VII - Nomination & Election of Officers & Directors ................................................. 7
ARTICLE VIII - Executive Committee........................................................................................... 7
ARTICLE IX - Fiscal Affairs............................................................................................................ 8
ARTICLE X - Professional Practice ................................................................................................ 9
ARTICLE XI - Awards of Honor................................................................................................... 10
ARTICLE XII - Affiliations............................................................................................................ 10
ARTICLE XIII - Parliamentary Procedure.................................................................................. 11
ARTICLE XIV - Amendments ....................................................................................................... 11
AMENDMENTS 1- 11..................................................................................................................... 12
T
hese bylaws were adopted on December 7, 1977 at a duly called meeting of the Southern Arizona Chapter of the American Institute
of Architects and supersede all previous editions. They were amended on September 8, 1982, February 22, 1985, October 5, 1987,
October 12, 1988, September 13, 1989 and again on September 28, 2000. The text in this edition has been changed to accommodate
the amendments. The exact wording of the amendments is listed beginning on page 20.
First Printing 12/15/77 Second Printing 1/10/84
Third Printing 8/1/87 Fourth Printing 9/1/89
Fifth Printing 4/1/94 Sixth Printing 9/25/00
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Bylaws of
The American Institute of Architects/Southern Arizona Chapter
ARTICLE I - Organization
Section 1. Governing Authority. The American Institute of Architects/Southern Arizona Chapter, composed of
membership as defined in Article II of these bylaws, is governed and operated in accordance with the laws of the State of
Arizona, the State corporate charter, the applicable bylaws of The American Institute of Architect, these bylaws, and the
instructions of the Chapter Executive Committee.
Section 2. Powers. The Chapter shall have all of the powers and authority which may be conferred upon non-profit
corporations under provisions of the laws of the State of Arizona, and may engage in any legal activity which is incidental
to its objectives.
Section 3. Endorsements. Neither Chapter, nor anyone representing the Chapter, shall directly or indirectly make
endorsements or recommendations of any enterprise operated for profit, or a political party or candidate, or of a commercial
material object, device, or process.
Section 4. Student Chapters. The Chapter may establish and sponsor student chapters in schools of architecture
located within the territory of the Chapter under conditions established by the Institute.
Section 5. Definitions. In these bylaws, the American Institute of Architects/Southern Arizona Chapter is referred
to as the “Chapter,” the governing board of the Chapter as the “Executive Committee” or “ExCom,” the state organization
as “AIA Arizona,” the regional organization as the “Western Mountain Regional Council of The American Institute of
Architects” or the “Regional Council,” The American Institute of Architects as the “Institute,” and the Board of Directors
of the Institute as the “Institute Board.”
ARTICLE II - Membership
Section 1. Categories. The Chapter shall consist of Institute members and Associate Members who have been assigned
to the Chapter by the Institute, and of unassigned Members and Associate Members, Professional Affiliate, Student
Affiliate, and Honorary Members, whom the Chapter may admit. Applicant’s legal place of residence or place of
business shall be within the Chapter territory, except for unassigned Institute Members and Associate Members, and those
specifically admitted under exceptions in the bylaws of the Institute.
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Section 2. Members.
A. Qualifications and admission requirements are those stated in Institute bylaws.
B. Membership rights and privileges are those stated in Institute bylaws.
C. Termination, transfer, and readmission provisions are those stated in Institute bylaws.
Section 3. Associate Members.
A. Qualifications and admission requirements are those stated in Institute bylaws.
B. Membership rights and privileges are those stated in Institute bylaws.
C. Termination, transfer, and readmission provisions are those stated in Institute bylaws.
Section 4. Unassigned Members.
A. Institute Members and Associate Members who are assigned to other AIA Chapters may be admitted to unassigned
membership in this Chapter as provided in Institute bylaws.
B. Unassigned Members and Associate Members may not hold office in this Chapter, may not serve as Chapter
delegates, and may not vote in this Chapter on matters relating to Institute business or which affect Institute affairs.
Section 5. Professional Affiliate Members.
A. An unregistered person engaged in architectural education, journalism or research, or an unregistered graduate
of a recognized school of architecture, or a person who is not an architect, but who is engaged in a practice related to
architecture, is qualified as a Professional Affiliate. Professional Affiliate candidates must be sponsored by two Members.
B. A person who represents a corporation or company engaged in providing services or products used by the
architectural profession, is also qualified as a Professional Affiliate. Such a person shall be classified as a “Company
Representative” in the Professional Affiliate category of membership.
C. Professional Affiliate members may serve on Chapter committees that neither perform any duty of the Executive
Committee nor are involved with formal or informal charges of unprofessional conduct of Members or Associate
Members. They may not use the name, initial, seal, symbol or insignia of the Chapter or AIA. They shall use
“Professional Affiliate Member of the American Institute of Architects/Southern Arizona Chapter” as the manner to identify
their membership.
Section 6. Student Affiliate Members.
A. A student pursuing a degree in architecture in a recognized school of architecture or a secondary school student
is qualified for admission as a Student Affiliate member. Student Affiliates must be sponsored by two Members.
B. Student Affiliate members shall use the phrase “Student Affiliate Members of the American Institute of Architects/
Southern Arizona Chapter” as the manner to identify their membership, may serve on Chapter committees that
neither perform any duty of the Executive Committee nor are involved with formal or informal charges of unprofessional
conduct of Members or Associate Members, may speak at Chapter meetings, but may not make motions, vote, hold office,
nor use the name, title, initials, seal, symbol or insignia of the Chapter or AIA.
Section 7. Non-resident Status. Members, Associate Members, Professional Affiliates and Student Affiliates
may apply for non-resident status if their intended absence from the United States or its territories will be for a period of
at least 18 consecutive months. If the Executive Committee grants such status, it may waive all or part of the financial
obligations of such person to the Chapter, depending on the circumstances. The rights and privileges of such persons
shall not be diminished by virtue of this status.
Section 8. Members Emeritus. A Member who becomes a Member Emeritus of the Institute shall automatically
become a Member Emeritus of the Chapter. The rights, duties, and privileges of Members Emeritus shall be those stated
in the Institute bylaws.
Section 9. Membership Rights to Examine Records. Voting Members and Associate Members have the
right to examine Chapter correspondence, Chapter minutes, and the Secretary’s records (except for confidential matters
relating to membership applications, the Code of Ethics, and Professional Conduct, or bestowal of Honorary Membership
or other awards) and the Treasurer’s accounts, at Chapter offices during regular business hours.
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Section 10. Resignations.
A. An assigned Member in good standing may resign as provided in Institute bylaws.
B. Members other than assigned Members or Associate Members, may resign from the Chapter, provided such
members are not under charges of unprofessional conduct, by written resignation to the Secretary or his delegated representative.
Should the Secretary or delegated representative find the member qualified to resign, the resignation shall be
effective as of the date it is received.
Section 11. Termination of Membership.
A. Membership may be terminated for non-payment of dues or assessments, or if and while the member has
been suspended by the Institute for unprofessional conduct. Institute procedure shall apply for Institute Members and
Associate Members.
B. A membership which is terminated in the Institute, the Regional Council or AIA Arizona shall be terminated
in the Chapter.
C. Should a member change professional status so that such person no longer qualifies for membership, that
membership shall be terminated within one year of the change of status.
ARTICLE III - Honorary Membership
Section 1. Qualifications and Election.
A. A person of esteemed character who has rendered to the profession of architecture a single and valuable service
within the territory of the Chapter, and has conspicuously upheld the aims of the profession, but who is not eligible
for membership in the Institute or the Chapter, may be elected to Honorary Membership.
B. A candidate for Honorary Membership shall be nominated by five Members of the Chapter, not more than
three of whom may be from one firm, and shall be sponsored by a member of the Executive Committee.
C. The Executive Committee shall vote on the nomination by written ballot. The concurring vote of threefourths
of the voting members of the entire Executive Committee is required for election, and the vote shall remain confidential
until the honor has been accepted by the nominee. Only one Honorary Member may be elected in each calendar
year.
Section 2. Rights and Privileges. Honorary Membership shall use the phrase “Honorary Member of the American
Institute of Architects/Southern Arizona Chapter” as the manner to identify their membership, may attend Chapter
meetings and serve as advisors to Chapter committees, and may take part in discussions on matters which are not related
to Institute affairs. They may not vote nor hold office, nor use the name, title, initials, seal, symbol or insignia of the
Chapter or AIA.
Section 3. Termination of Honorary Membership. The Executive Committee may terminate an Honorary
Membership for reasons it deems sufficient, provided it has offered the Honorary Member as opportunity to be heard in
the matter.
ARTICLE IV - Officers & Directors
Section 1. Titles. The offices of the Chapter shall be the President, President-elect, Secretary, and Treasurer. The
Directors shall include four Chapter Directors, one Associate Director, and the immediate past President.
Section 2. Eligibility.
A. Chapter officers shall be assigned Members or Associate Members of the Chapter. Chapter Directors shall
be assigned Members or Associate Members, or Professional Affiliate Members of the Chapter.
B. No officer is eligible to serve for more than two consecutive terms in the same office.
Section 3. Terms of Office.
A. The President, President-elect, and Secretary, and the Associate Director shall hold office for one year, and/
or until their successors are chose. The Treasurer and the Chapter Directors shall hold office for two years, and/or until
their successors are chosen.
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B. Terms of the office shall begin on December 1 following election. The two year term for Treasurer shall
commence with the elected Treasurer taking office on December 1, 1983, and being elected at the annual meeting in
1983. The terms of the Chapter Directors shall be set so that two Directors are elected every year.
Section 4. President.
A. The President shall be the chief administrative officer of the Chapter. The President shall exercise general
supervision of its affairs, except those which are placed under the administration of the Secretary or Treasurer. The President
shall preside at all meetings of the Chapter and of the Executive Committee, and shall be a member ex-officio of all
committees and commissions. The President shall sign all formal instrument to which the Chapter is a party, and perform
such other duties usual and incidental to the office, and as may be authorized by the Executive Committee.
B. The President shall act as the representative of the Chapter to the public and at meetings of other organizations.
A statement by the President shall obligate or present the policy of the Chapter only insofar as it is specifically
approved by the Executive Committee and authorized in its minutes.
Section 5. President-elect.
A. The President-elect shall perform such duties usual and incidental to the office, and as may be authorized by
the Executive Committee. In the absence or disability of the President, the President-elect shall perform the duties of the
President.
B. The President-elect may act as the representative of the Chapter as authorized by the Executive Committee.
Section 6. Secretary. The Secretary shall be an administrative officer of the Chapter, and shall act as its recording
and corresponding secretary. The Secretary shall issue required notices, keep membership rolls, have custody of the corporate
seal and sign for the Chapter all formal instruments under the seal, and shall perform such duties usual and incidental
to the office, and as may be prescribed by the Executive Committee. The duties of the Secretary, under authority
of the Executive Committee, may be assigned in whole or in part to an Executive Director or other appointed assistant
secretaries, as the Executive Committee may determine.
Section 7. Treasurer.
A. The Treasurer shall be an administrative officer of the Chapter and shall have charge of its financial affairs
and keep the records and accounts thereof. The Treasurer shall prepare budgets, collect and deposit amounts due, and
issue receipts for and have custody of Chapter funds and monies, and make disbursements thereof. The Treasurer shall
have custody of Chapter securities and of its instruments involving finances. The Treasurer shall conduct correspondence
relating to the office, and shall perform such duties usual and incidental to the office, and as may be authorized by the
Executive Committee. The duties of the Treasurer, under authority of the Executive Committee, may be assigned in
whole or in part to an Executive Director or other appointed assistant treasurers as the Executive Committee may determine.
B. The Treasurer shall render to the Executive Committee, when it so directs, an account of transactions, and of
the financial condition of the Chapter, and may, after the close of the fiscal year, present a report of the examination, tax
returns, records, and transactions of the Chapter by a disinterested, independent certified public accountant or Chapter
audit committee as designated by the Executive Committee determined on the basis of the Chapter’s ability to pay for
such service.
Section 8. Paid Personnel.
A. An Executive Director or other paid personnel may be employed by the Executive Committee to serve at the
pleasure of the Executive Committee.
B. The duties of paid personnel shall be defined by the Executive Committee. Their compensation shall be
fixed by the Executive Committee and they shall be reimbursed for expenses incidental to their assigned work in amounts
approved by the Executive Committee.
ARTICLE V - Meetings
Section 1. Regular Meetings. Regular meetings of the Chapter shall be held monthly except during any month
designated by the Executive Committee at least 20 days in advance of the first day of the month.
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Section 2. Annual Meetings.
A. The regular meeting in September shall be the Chapter annual meeting. The date of the meeting shall be at
least ten days prior to the date fixed for the annual meeting of AIA Arizona.
B. Election of officers to succeed those whose terms of office are about to expire shall be held at the annual
meeting.
Section 3. Special Meetings.
A. A special meeting shall be held when a call for such a meeting is voted by a meeting of the Chapter or the
Executive Committee, or by written petition to the Executive Committee signed by ten percent of the voting members of
the Chapter.
B. Business considered at a special meeting shall be limited to that prescribed in the notice for the meeting.
Section 4. Notices of Meetings. A notice of each meeting of the Chapter shall be mailed to every member postmarked
not less than ten days prior to the date fixed for the meeting, stating the time and place of the meeting. A notice
for a special meeting shall list the business to be considered.
Section 5. Quorum. The quorum for transaction of business at any meeting shall be 25 percent of the voting members
of the Chapter. When a quorum is not convened, the next called meeting shall be a valid meeting notwithstanding a
lack of a quorum, and the notice shall so inform the members; however, a quorum is required for consideration of amendments
to bylaws.
Section 6. Voting Members.
A. Voting members for matters relating to Institute business, or which affect Institute affairs shall be limited to
assigned Members (and Members Emeritus) and Associate Members. Matters which are Institute affairs or which affect
Institute affairs are:
1) Chapter bylaw amendments relating to Member and Associate Member rights, duties, and privileges.
2) Matters so designated by these bylaws or the Institute’s bylaws.
3) Any matters related to the Institute’s Code of Ethics and Professional Conduct.
4) Other matters so ruled by the chair. Such rulings can be reversed only by a two-thirds vote of the voting
members present and voting.
B. Voting members for all other matters shall be assigned Members, Member Emeritus, Associate Members,
and Professional Affiliate Members.
ARTICLE VI - Representation to AIA Arizona and Institute Meetings
Section 1. Representation to the AIA Arizona.
A. The Chapter shall elect members to the governing body of AIA Arizona as specified in the bylaws of AIA
Arizona. Delegates shall be assigned Members and the Associate Delegate, shall be an assigned Associate Member.
B. Should a vacancy occur in the membership of the governing body of the AIA Arizona through resignation or
recall, the Executive Committee may fill the vacancy for the unexpired term.
Section 2. Representation to Institute Meetings.
A. The Chapter shall elect Delegates to the Annual Meetings of the Western Mountain Region and the Institute
as required. Delegates shall be assigned Members or Associate Members.
B. In the absence of Chapter action, the President may, with the concurrence of two-thirds of the Executive
Committee, appoint Delegates to the meetings.
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ARTICLE VII - Nomination and Election of Officers and Directors.
Section 1. Nominating Committee.
A. The nominating committee shall consist of the President, President-elect, and the immediate Past President.
B. The nominating committee shall make its report to the Executive Committee at least two months prior to the
date fixed for the annual meeting of the Chapter. The report shall be subject to the approval of the Executive Committee.
Section 2. Nominations. The nominating committee shall make one or more nominations each for the office of
President-elect, Secretary, Treasurer, and for the Chapter Directors whose term of office is about to expire. The nominating
committee shall also solicit one or more nominations for the position of Associate Director from the Associate Members
of the Chapter with the assistance of the Associate Director. The notice of the annual meeting shall include the report
of the nominating committee.
Section 3. Elections.
A. The nominating committee shall present its report to the annual meeting, after which the presiding officer
shall accept nominations from the floor.
B. The name of each nominee for each office shall be placed on a ballot for consideration of each voting member.
C. The chair shall appoint a tellers committee consisting of at least 2 voting members and may include the Executive
Director. The tellers committee shall tally and tabulate the votes, and report the results to the assembly.
D. Election shall be determined by a majority of the votes cast for each office. In the event that no candidate
receives a majority on the first ballot, the candidate receiving the fewest number of votes is dropped from the ballot and a
second vote is taken. This procedure is followed until one candidate receives a majority of the votes cast.
E. Should two or more candidates receive the same number of votes for first place, an additional ballot shall be
taken, listing only the names of those candidates.
F. Should there be only one nomination for each office, a motion to close nominations and declare the candidates
elected shall require a two-thirds vote for approval.
G. The chair shall announce the results of all balloting, and declare all elections.
ARTICLE VIII - Executive Committee
Section 1. Composition. The Executive Committee shall consist of the elected Officers and Director of the Chapter,
and the Dean of the College of Architecture at the University of Arizona, and the president of the sponsored student
chapter. The president of the student chapter shall be ex-officio non-voting.
Section 2. Regular Meetings. The Executive Committee shall meet each month.
Section 3. Special Meetings. A special meeting shall be held on call of the President, or by vote of the Executive
Committee, or on written request of a majority of its members.
Section 4. Notice of Meetings. A notice of each meeting shall be served on each member not less than three days
prior to the date fixed for the meeting.
Section 5. Quorum. A majority of the voting members of the Executive Committee shall constitute a quorum for
the transaction of business.
Section 6. Vacancies. Should a vacancy occur in the membership of the Executive Committee, except for the offices
of the President and President-elect, the Executive Committee may fill the vacancy for the unexpired term of office.
A vacancy in the office of the President-elect shall be filled only on election by the Chapter membership.
Section 7. Reports. At the end of the fiscal year, the Executive Committee shall render a full written report to Chapter
members, stating the condition, interests, activities and accomplishments of the Chapter for the year, with appropriate
recommendations. A copy of the report shall be sent to the Secretary of the Institute and the Secretary of AIA Arizona.
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Additional reports shall be made on the request of the Institute Board.
Section 8. Custodianship. The Executive Committee shall be custodian of the properties and interests of the Chapter,
except those which are placed in the custody of the Treasurer in these bylaws. Within the appropriations made therefor,
it shall do all things required and permitted in these bylaws to forward the objectives of the Chapter.
Section 9. Committees and Commissions. The Executive Committee may establish committees and commissions,
and name the members to serve thereon.
ARTICLE IX - Fiscal Affairs
Section 1. Fiscal Year. The fiscal year of the Chapter shall be from January 1 through December 31.
Section 2. Annual Dues.
A. Members: $200.00 per year.
B. Associate Members: $75.00 per year.
C. Professional Affiliate Members: $75.00 per year. For those individuals qualifying for Professional Affiliate
membership under Article 11, Section 5, b., the annual dues shall be $250.00 per year.
D. Student Affiliate Members: $15.00 per year.
E. Honorary Members and Members Emeritus are exempt from the payment of dues.
F. Cost of Meals: Every Member shall pay an added dues assessment to cover the cost of meals served at the
regular monthly meetings of the Chapter. This amount shall be billed annually by the Executive Committee, and may be
lowered or raised depending upon the prevailing cost of meals at the meeting place. This charge shall be no more than
80% of the actual cost of the meals, tax and gratuity. Professional Affiliate, Associate Members, Student Affiliate, Honorary
Members, and Members Emeritus may elect this method of payment at their option, or may pay for individual
meals at the time of the meetings at a higher rate.
G. Members are obligated for Institute dues, fees, and assessments in accordance with Institute policies and procedures
and for Regional Council and AIA Arizona dues, fees, and assessments in accordance with the policies and procedures
of those organizations subject to approval by the Chapter under these bylaws. The Chapter may be authorized to
collect any of these dues, fees, and assessments.
Section 3. Assessments.
A. The Chapter may, by two-thirds vote of the voting members present and voting, levy an assessment on members,
which shall be in proportion to, and shall not exceed, the annual dues of each member.
B. Notice of a vote on an assessment shall be mailed to every member not less than fifteen days prior to the date
fixed for the Chapter meeting whereat the question will be considered.
Section 4. Payment of Dues and Assessments. Chapter dues are payable in full on the first day of the fiscal
year. Initial dues for members admitted prior to July 1 shall be the full annual dues; for those admitted after July 1, onehalf
of the annual dues. Chapter assessments are payable within thirty days after they are billed.
Section 5. Non-payment of Dues and Assessments. Any member whose total dues remain unpaid on March
31, or whose assessment remains unpaid 120 days after being billed, shall be deemed to have automatically terminated
their membership in accordance with Institute procedures; provided, however, that the member has been notified in writing
30 days in advance of the impending termination. Termination or resignation shall not relieve a member of prior obligations
to the Chapter.
Section 6. Remission of Dues and Assessments. The Executive Committee may, by a vote of three-fourths of
its membership, remit or waive the current Chapter annual dues or assessments of any member in whole or in part, for
exception reasons.
Section 7. Reinstatement. A member who has resigned or has ben terminated may be reinstated upon payment of
unpaid dues, assessments, and other obligations or by having such unpaid dues, assessments, or other obligations waived
by the Executive Committee. A member who has been terminated for disciplinary reasons may apply for readmission not
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earlier than three years after the date of termination.
Section 8. Annual Budget and Expenditures.
A. Prior to the beginning of the fiscal year, the Executive Committee, by two-thirds vote of its entire membership,
shall adopt a budget for the fiscal year, showing in detail the anticipated income and scheduled expenditures. A
copy of the approved budget shall be distributed to the membership of the Chapter.
B. The Executive Committee shall not adopt any budget, make any appropriations nor authorize any expenditures
which, in the aggregate, will exceed the net anticipated income for the fiscal year, unless authorized at a Chapter
meeting by a vote of two-thirds of the voting members present and voting.
C. The Executive Committee, within the aggregate expenditures provided in the budget, may adjust any items of
budgeted expense and change appropriations accordingly, and may transfer income additional to budgeted amounts to
accumulated capital reserve.
D. Unless otherwise determined by the Executive Committee, the annual budget shall provide for reasonable
reimbursement of the expenses for the President and President-elect or their designated representative to attend the annual
meetings of the Institute, the Regional Council, AIA Arizona, and the Institute’s “Grassroots” meeting. An Executive
Director may also be provided funds to attend one or more of these meetings, at the discretion of the Executive Committee.
Section 9. Fiscal Policy.
A. The Chapter as a corporation shall not have capital stock, and no part of the income of the corporation shall
inure to the private profit of any individual, except in payment of authorized services for the administration and conduct
of its affairs.
B. In the event of the dissolution of the corporation, after payment of all debts of the corporation, the remaining
property and assets shall be conveyed or transferre_d for such non-profit purpoes as the assigned Members and Associate
Members of the Chapter may determine, but no funds or property shall revert to or be distributed to members of the
Chapter.
C. The private property of the members and officers of the Chapter shall not be subject to the payment of corporate
debts whatsoever.
ARTICLE X - Professional Practice
Section 1. Standards of Practice. The Code of Ethics and Professional Conduct of the Institute shall apply to the
professional activities of all assigned and unassigned members of this Chapter, wherever such activities occur. It is the
duty of all such members to conduct themselves at all times in conformity with the standards established by the Institute
in the Code of Ethics and Professional Conduct and its published interpretations. Institute Members or Associate members
are not immune from charges of violations of the Code of Ethics or disciplinary action by reason of their practice or
position as partners, associates, or as members, stockholders, executive officers, directors or employees of any association,
corporation or other legal entity.
Section 2. Interpretations. Every interpretation of the Code of Ethics and Professional Conduct issued by the national
Judicial Council shall be deemed to be the interpretation of this Chapter. Neither this Chapter, nor any individual
member, officer, Director, or employee has the authority to make a binding interpretation or amendment of the Code.
However, this Chapter may respond to inquires regarding the Code by furnishing written materials provided by the Institute.
Section 3. Advisory Opinions. In the event an inquiry concerning the Code of Ethics and Professional Conduct
cannot be answered and Professional Conduct cannot be answered by reference to the Code or any published interpretations,
the Chapter may request an advisory opinion or interpretations from the National Judicial Council.
Section 4. Unprofessional Conduct of Institute Members and Associate Members.
A. Formal Action Prohibited. A charge of unprofessional conduct against any Member or Associate Member of
the Institute shall not be heard or adjudged by this Chapter, Executive Committee or any Chapter committee, nor shall
any of them have the right or authority to admonish, censure, suspend or terminate such member for unprofessional conduct.
B. Ethics Committee. The Executive Committee may establish an Ethics Committee, the membership of which
shall be limited to assigned members, which shall be responsible for educating the members about the Code of Ethics and
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Professional Conduct and facilitating the informal resolution of Complaints.
Section 5. Chapter Participation in Disciplinary Proceedings.
A. Counsel. The Executive Committee shall obtain written opinion of counsel before filing or joining in a Complaint
against a member under the Code of Ethics and Professional Conduct.
B. Chapter Joining as Co-Complainant. Any request that the Chapter initiate or join as Co-Complainant in a
proceeding under the Code of Ethics shall be referred to the Executive Committee. The Executive Committee may, with
due consideration given to the advice of Counsel, file or join in the filing of a formal charge of unprofessional conduct in
the name of the Chapter, against an Institute Member or Associate member.
C. Authority of the Executive Committee. The Executive Committee shall not delegate to any other person or
body its authority to initiate or join in a disciplinary proceeding.
D. Confidentiality. Any discussion or decision by the Executive Committee relating to an informal or formal
Complaint against an Institute Member or Associate Member shall occur in Executive Session, shall be and remain confidential,
and shall not be announced or disclosed to the membership or the public.
E. Notice of Institute of Discipline. Whenever notice is received from the Institute that a member of the Chapter
has been censured, suspended or terminated by the Institute, such notice shall be duly entered in the minutes and records
of the Chapter. At the discretion of the Executive Committee, but not otherwise, such notice of discipline shall be read at
the next Executive Committee, and shall be presented in an appropriate ceremony.
ARTICLE XI - Awards of Honor
The Chapter may make awards to persons, firms or associations for meritorious work in their respective fields within the
State related to the objectives of the Chapter. Each award shall be made by written vote of three-fourths of the entire Executive
Committee. The form of the award shall be determined by the Executive committee, and shall be presented in an
appropriate ceremony.
ARTICLE XII - Affiliations
Section 1. Organizations. The Chapter may affiliate with professional, civic, or construction industry organizations,
operating within the State or Region, which are not used or maintained for financial gain, price-fixing or political
purposes. The Chapter shall not affiliate with any individual.
Section 2. Conditions of Affiliation.
A. Affiliation shall be by written agreement approved by two-thirds of the entire Executive Committee and by
the affiliated organization. The period of each agreement shall not exceed three years. By a two-thirds vote of the Executive
Committee recorded in its minutes, the Chapter may collaborate with such organizations without written agreements,
for a period not to exceed one year.
B. The agreement shall fully set out the purposes of affiliation, the terms and conditions of entry, and the nature
of its organization, membership, government, and operation.
C. An affiliated organization shall have no voice in affairs of the Chapter, and may not bind or obligate the
chapter, except by direct action of the Executive Committee.
D. Affiliation shall be cancelable by two-thirds vote of the entire Executive Committee, provided that written
notice to the affiliated organization shall be given; allowing it the opportunity to be heard in the matter, with a like provision
for cancellation by the affiliate organization.
E. After three years, the affiliation may be extended from year to year by a two-thirds vote of the entire Executive
Committee, until terminated by either party.
Section 3. Privileges of Representatives of Affiliated Organizations. A. Representatives of an affiliated
or collaborating organization, may attend regular meetings of the Chapter, and may speak thereat on invitation of the
presiding officers.
B. An affiliated organization, but not a collaborating organization may use the phrase, “Affiliated with the
American Institute of Architects/Souther Arizona Chapter” to identify its relationship to the Chapter. Any abbreviation of
the phrase by anyone connected with the affiliated organization without the consent of the Executive Committee shall
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make the agreement cancelable forthwith.
ARTICLE XIII - Parliamentary Procedure
The rules contained in Roberts Rules of Order Newly Revised shall govern the Chapter in all cases to which they are applicable
and in which they are not inconsistent with these bylaws and any special rules the Chapter may adopt.
ARTICLE XIV - Amendments
Section 1. Chapter Action.
A. These bylaws may be amended at any meeting of the Chapter by two-thirds vote of the voting members present
and voting, provided that a notice stating the purpose of the amendment, and a copy of the amendment, shall be sent
to every voting member postmarked not less than fifteen days prior to the date fixed for the meeting.
B. Should a quorum not be convened, the presiding officer may direct the Secretary to submit the amendments
to the voting members by mail ballot. A two-thirds vote from not less than twenty-five percent of the voting members to
be received in the Chapter office not later than three weeks after mailing shall be required to amend these bylaws. A tellers
committee of three voting members shall tally and tabulate the votes, and report the results to the Secretary. Results
shall be published to the members, and announced at the next Chapter meeting.
Section 2. Compliance with Institute Bylaws. The Executive Committee shall amend these bylaws to conform
to amendments of Institute bylaws which relate to matters within the scope of these bylaws. Such changes shall be
sent to all assigned Members and Associate Members within 30 days after adoption.
Section 3. Approval by the Institute.
A. Amendments to these bylaws shall become affective only on approval by the Secretary of the Institute.
B. Immediately following Chapter action, the Secretary shall submit a copy of the adopted amendments to the
Secretary of the Institute for approval. On receipt of approval, the Chapter Secretary shall enter the amendment, and the
date of approval, in these bylaws.
C. Notice of the effective date of the amendments shall be published to the members of the Chapter, and a copy
of the amended bylaws shall be distributed to the Chapter members within twelve months after the date of approval.
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Amendments to the Bylaws of
The Southern Arizona Chapter of
The American Institute of Architects
AMENDMENT 1 - Treasurer to Two Year Term of Office
Under Article IV, Section 3 A. , insert the word “and” between “President-elect ‘and’ Secretary.” Also, delete the words
“and Treasurer” following “Secretary.” Add the words, “The Treasurer and the” in front of the word “Chapter” in the
second sentence. Under Subsection B of Section 3, add this sentence between the two existing sentences, “The two year
term for Treasurer shall commence with the elected Treasurer taking office on January 1, 1984, and being elected at the
annual meeting in 1983.”
(Passed and adopted on September 8, 1982 at a duly called meeting of members of the Southern Arizona Chapter of
the American Institute of Architects, Inc.)
AMENDMENT 2 - Elimination of Quarterly Dues Payments
Under Article IX, Section 2, Subsection h., in the second sentence, delete the words “either quarterly or.” Under Article
9, Section 4, delete the words, “or may be paid quarterly subject to an additional handling charge to be set by the Executive
Committee. Payments on a quarterly basis shall be due on January 1, April 1, July 1, and October 1.” Under Article
9, Section 5, delete the sentence and words, “Members who have elected to pay dues quarterly and whose dues remain
unpaid in full on October 1, or, “ and words, “who elects to pay yearly and whose total. . .” Place a capital “A” on the
word “Any” so this sentence now reads, “Any member whose dues remain unpaid on March 31,. . .”
(Passed and adopted on September 8, 1982 at a duly called meeting of the members of the Southern Arizona Chapter
of the American Institute of Architects, Inc.)
AMENDMENT 3 - Change Commencement of Terms of Officers to December 1st
Under ARTICLE IV, Section 3., paragraph b., change “January 1" to “December 1.”
(Passed and adopted on February 22, 1985 at the close of a mail ballot to the Chapter after lack of a quorum on January
16, 1985, at a duly called meeting of the members of the Southern Arizona Chapter of the American Institute of
Architects, Inc.)
AMENDMENT 4 - New Language on Representation to the Arizona Society/AIA
Replace Article VI with the following new article,
“ARTICLE VI - REPRESENTATION TO THE ARIZONA SOCIETY AND INSTITUTE MEETINGS
Section 1. Representation to the Arizona Society
A. The Chapter shall elect members to the governing body of the Arizona Society as specified in the Bylaws of
the Society. Delegates shall be assigned Members and the Associate Delegate, shall be assigned Associate Member.
B. Should a vacancy occur in the membership of the governing body of the Arizona Society/AIA through resignation
or recall, the Executive Committee may fill the vacancy for the unexpired term.
Section 2. Representation to Institute Meetings
A. The Chapter shall elect Delegates to the Annual Meetings of the Western Mountain Region and the Institute
as required. Delegates shall be assigned Members or Associate Members.
B. In the absence of Chapter action, the President may, with the concurrence of two-thirds of the Executive
Committee, appoint Delegates to the meetings.”
(Passed and adopted on February 22, 1985 at the close of a mail ballot to the Chapter after lack of a quorum on January
16, 1985, at a duly called meeting of the members of the Southern Arizona Chapter of the American Institute of
Architects, Inc.)
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AMENDMENT 5 - New Language for Professional Affiliate Members
In ARTICLE II - MEMBERSHIP, Section 5, Professional Affiliate members., change current Section “B” to “C,” and
add new section B. as follows:
“ A person who represents a corporation or company engaged in providing services or products used by the architectural
profession, is also qualified as a Professional Affiliate. Such a person shall be classified as a “Company Representative”
in the Professional Affiliate category of membership.”
(Passed and adopted on October 12, 1988 at a duly called meeting of the members of the southern Arizona Chapter of
the American Institute of Architects, Inc.)
AMENDMENT 6 - New Dues Categories
In Article IX - FISCAL AFFAIRS, Section 2, Annual Dues, change the following:
A. Members: change “$90.00" to “105.00" per year. Add the sentence, “In addition, Members who are principals
in architectural and/or architectural/engineering firms will pay an additional $140.00 per year.
B. Strike part B. Firm Dues.
C. Strike part C. Firm Supplemental Dues.
D. Change “D” to “B” under Associate Members: eliminate all language and replace with phrase, “$75.00 per
year.”
E. Change “E” to “C,” under Professional Affiliate Members: change “50.00" to “75.00" per year. Add the sentence.
“For those individuals qualifying for Professional Affiliate membership under Article II, Section 5, B., the annual
dues shall be $250.00 per year.”
Change the headings of the remaining paragraphs as follows:
“F.” to “D.”
“G.” to “E.”
“H.” to “F.”
“F.” to “G.”
In Section 3, Assessments, change the following:
In Section A, remove the phrase “and/or firms” in the second line and remove the phrase “and/or firm” at the end
of the first sentence.
In Section B, remove the phrase “and/or firm” in the first sentence.
(Passed and adopted on October 12, 1988 at a duly called meeting of the members of the Southern Arizona Chapter of
the American Institute of Architects, Inc.)
AMENDMENT 7 - Change of Article and Sections Relating to Professional Practice
In ARTICLE II - MEMBERSHIP, Section 5. B. and 6. B. add the following phrase in the appropriate manner, “. . .neither
performs any duty of the Executive Committee nor is involved with formal or informal charges of unprofessional conduct.”
and remove any inappropriate old language.
In ARTICLE II - MEMBERSHIP, Section 11. Termination of Membership, paragraph A., change language as follows:
“Membership may be terminated for non-payment of dues or assessments, or if and while the member has been suspended
by the Institute for unprofessional conduct. Institute procedures shall apply for Institute Members and Association
Members.”
In ARTICLE II - MEMBERSHIP, Section 9, add the phrase, “(except for confidential matters relating to membership
applications, the Code of Ethics and Professional Conduct. . .) and remove the inappropriate old wording.
In ARTICLE V - MEETINGS, Section 6, A. 3., change language as follows: “Any matters related to the Institute’s Code
of Ethics and Professional Conduct.”
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Replace ARTICLE X - PROFESSIONAL PRACTICE, with the following new Article X:
“ARTICLE X - PROFESSIONAL PRACTICE
Section 1. Standards of Practice. The Code and Ethics and Professional Conduct of the Institute shall apply to the professional
activities of all assigned and unassigned members of the Chapter, wherever such activities occur. It is the duty of
all such members to conduct themselves at all times in conformity with the standards established by the Institute in the
Code of Ethics and Professional Conduct and its published interpretations. Institute Members or Associate Members are
not immune from charges of violations of the Code of Ethics or disciplinary action by reason of their practice or position
as partners, associates, or as members, stockholders, executive officers, directors or employees of any association, corporation
or other legal entity.
Section 2. Interpretations. Every interpretation of the Code of Ethics and Professional Conduct issued by the national
Judicial Council shall be deemed to be the interpretation of this Chapter. Neither this Chapter, nor any individual member,
officer, director, or employee has the authority to make a binding interpretation or amendment of the Code. However,
this Chapter may respond to inquires regarding the Code by furnishing written materials provided by the Institute.
Section 3. Advisory Opinions. In the event an inquiry concerning the Code of Ethics and Professional Conduct cannot
be answered by reference to the Code or any published interpretations, the Chapter may request an advisory opinion or
interpretation from the National Judicial Council.
Section 4. Unprofessional Conduct of Institute Members and Associate members.
A. Formal Action Prohibited. A charge of unprofessional conduct against any Member or Associate Member of
the Institute shall not be heard or adjudged by this Chapter, the Executive Committee or any Chapter censure, suspend or
terminate such member for unprofessional resolution of Complaints.
B. Ethics Committee. The Executive Committee may establish an Ethics Committee, the membership of which
shall be limited to assigned members, which shall be responsible for educating the members about the Code of Ethics and
Professional Conduct and facilitating the informal resolution of Complaints.
Section 5. Chapter Participation In Disciplinary Proceedings.
A. Counsel. The Executive Committee shall obtain written opinions of counsel before filing or joining in a
Complaint against a member under the Code of Ethics and Professional Conduct.
B. Chapter Joining as Co-Complainant. Any request that the Chapter initiate or join as Co-Complainant in proceeding
under the Code of Ethics shall be referred to the Executive Committee. The Executive Committee may, with due
consideration given to the advice of counsel, file or join in the filing of a formal charge of unprofessional conduct in the
name of the Chapter, against an Institute Member or Associate Member.
C. Authority of the Executive Committee. The Executive Committee shall not delegate to any other person or
body its authority to initiate or join in a disciplinary proceedings.
D. Confidentiality. Any discussion or decision by the Executive Committee relating to an informal or formal
Complaint against an Institute Member or Associate Member shall occur in Executive Session, shall be and remain confidential,
and shall not be announced or disclosed to the membership or the public.
E. Notice of Institute Discipline. Whenever notice is received from the Institute that a member of the Chapter
has been censured, suspended or terminated by the Institute, such notice shall be duly entered in the minutes and records
of the Chapter. At the discretion of the Executive Committee, but not otherwise, such notice of discipline shall be read at
the next Chapter meeting and published in the next official Chapter publication.”
(Adopted on October 5, 1987 as ordered by legal counsel of the Institute and incorporated into the bylaws of the Southern
Arizona Chapter of the American Institute of Architects, Inc. upon Fourth Printing, 1/15/89.)
AMENDMENT 8 - Change the Name of the Arizona Society/AIA to AIA Arizona.
In ARTICLE I - ORGANIZATION, Section 5. Definitions., in the first sentence, change the phrase (the “Arizona Society,
the American Institute of Architects” to “AIA Arizona.”
In ARTICLE II - MEMBERSHIP, section 11, B. Termination of Membership., change the phrase, “the Society” to “AIA
Arizona.”
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In ARTICLE V - MEETINGS, Section 2, A. Annual Meeting., change the phrase, “the Society” to “AIA Arizona.”
In ARTICLE VI - REPRESENTATION TO THE ARIZONA SOCIETY AND INSTITUTE MEETINGS, in the title of
the article, change the phrase, “THE ARIZONA SOCIETY” to “AIA ARIZONA.”
In Section 1. Representation to the Arizona Society. In the title of the Section, change the phrase, “the Arizona Society”
to “AIA Arizona.” Also, in Section 1.A., change the phrase (which appears twice in the sentence), “the Arizona Society”
to “AIA Arizona.” In Section 1. B., change the phrase, “the Arizona Society/AIA” to “AIA Arizona.”
In ARTICLE VIII - EXECUTIVE COMMITTEE, Section 7. Reports., change the phrase, “the Society” to “AIA Arizona.”
In ARTICLE IX - FISCAL AFFAIRS, Section 2, G. Annual Dues., change the phrase, “Society” to “AIA Arizona.”
In Section 8, D. Annual Budget and Expenditures., change the phrase, “the Society” to “AIA Arizona.”
(Passed and adopted on September 13, 1989 at a duly called meeting of the members of the Southern Arizona Chapter
of the American Institute of Architects, Inc. and incorporated into the bylaws of the Southern Arizona Chapter of the
American Institute of Architects, Inc. upon Fifth Printing, 4/1/94.)
AMENDMENT 9 - Change the Number of Directors on the ExCom.
In ARTICLE IV - OFFICERS AND DIRECTORS, Section 1. Titles., change the word “two” as in “two Chapter Directors”
to “four.”
In Section 3. B. Terms of Office., delete the last sentence and replace with the sentence, “The terms of the Chapter Directors
shall be set so that two directors are elected every year.”
In ARTICLE VII - NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS, Section 2. Nominations.,
change the word “Director” to Directors.”
(Passed and adopted on September 13, 1989 at a duly called meeting of the members of the Southern Arizona Chapter
of the American Institute of Architects, Inc. and incorporated into the bylaws of the Southern Arizona Chapter of the
American Institute of Architects, Inc. upon Fifth Printing, 4/1/94.)
AMENDMENT 10 - Change the Name of the Chapter to AIA Tucson
In the title of the BYLAWS and AMENDMENTS section, delete the phrase, “the SOUTHERN ARIZONA CHAPTER of
the AMERICAN INSTITUTE OF ARCHITECTS,” and change to “AIA TUCSON.”
In ARTICLE I - ORGANIZATION, Section 1. Governing Authority., change the phrase, “The Southern Arizona Chapter
of the American Institute of Architects,” to “AIA Tucson.”
In Section 5. Definitions., in the first sentence, change the phrase, “the Southern Arizona Chapter” to “AIA Tucson.”
In ARTICLE II - MEMBERSHIP, Section 5, B. Professional Affiliate members., change the phrase, “the Southern Arizona
Chapter of the American Institute of Architects,” to “AIA Tucson.”
In section 6. B. Student Affiliate Members., change the phrase , “the Southern Arizona Chapter of the American Institute
of Architects,” to “AIA Tucson.”
In ARTICLE III - HONORARY MEMBERSHIP - Section 2. Rights and Privileges., change the phrase, “the Southern
Arizona Chapter of the American Institute of Architects” to “AIA Tucson.”
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In ARTICLE XII - AFFILIATIONS, Section 3, B. Privileges of Representatives of Affiliated Organizations., change the
phrase “the Southern Arizona Chapter of the American Institute of Architects,” to “AIA Tucson.”
(Defeated on September 13, 1989 and again on March 11, 1992 at duly called meetings of the members of the Southern
Arizona Chapter of the American Institute of Architects. Inc.)
AMENDMENT 11 - Reduction in Dues
Under Article IX, Section 2. Annual Dues. Subsection a. eliminate the language entirely and make the subsection read,
“Members: $200.00 per year.”
(Passed on September 28, 1999 by a vote of 32-0 and incorporated into the bylaws of the Southern Arizona Chapter of
the American Institute of Architects, Inc. upon Sixth Printing, 9/25/00.)
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