AIA NORTHWEST AND PACIFIC REGION BYLAWS

ARTICLE 1 - ORGANIZATION, PURPOSE, DUTIES & LIMITATIONS

1.1 ORGANIZATION

1.1.1 THIS ORGANIZATION

       1.  NAME. The name of this organization is AIA/Northwest & Pacific Region, (the “Region”)

       2.  STATUS. The Region is a not-for-profit organization. Its intentions are to comply with the United States Internal Revenue Code, Section

            501 (c) (6).

1.1.2 RELATED ORGANIZATION

1.  THE INSTITUTE. The Region is established by The American Institute of Architects (the “AIA” or “Institute”), a not-for-profit professional United States organization for

           architects, their associates and other related and affiliate members, with headquarters in Washington, D.C., which is incorporated under the laws of the State of New York.

2.  COMPONENTS OF THE REGION . The membership of the Region consists of the state and local Components of AIA that are chartered by AIA in the territory assigned to the Region by the Institute. These Components include AIA State Councils, AIA State Chapters, and AIA Local Chapters. Sections of AIA Chapters participate in the Region as parts of their Chapters. The AIA Components of the following states, U. S. Territories, and foreign countries are currently assigned to this

Region:

a. Alaska

b. Guam and Micronesia

c. Hawaii

d. Idaho

e. Montana

f. Oregon

g. Washington

3. AFFILIATED MEMBERS. The Region recognizes schools of architecture (“Schools”) with accredited programs and the American Institute of Architecture Students (“AIAS”) chapters within the Region as affiliate organizations. Other organizations may be considered affiliated at the discretion of the Region. If the affiliate organization chooses to join the Region and pay dues, the organization will be recognized as a Region Affiliate Member (“Affiliate”) and receive the Region’s benefits of membership defined by the Bylaws or by further resolution of the Region.

1.2 PURPOSE, POWERS, DUTIES & LIMITATIONS

1.2.1 PURPOSE

1. The purposes for which this organization exists are to advance the interests and purposes of the AIA within the geographic territory of the Region in concert with the Components, individual AIA Members, Schools and AIAS Chapters therein; and to further the purpose of the Region by serving as a positive and responsive communicating link between Components, Schools and AlAS Chapters within the Region, and between them and the Institute. Furthermore, the organization shall provide for leadership development within the Region by maintaining a Leadership Development Fund, from which distributions shall be made towards its purpose.

2. The AIA Northwest and Pacific Region, representing regional interests to the Institute, should encourage and help coordinate communication and collaboration among components within the Region and effectively link the Region’s components and members to the National level of the American Institute of Architects.

3. The central purpose of the AIA NWP Region is to, through the election of Regional Representatives who will serve on the American Institute of Architects’ Strategic Council, and who will effectively contribute to the leadership of the Institute and represent the diverse interests and perspectives of AIA members and components within the Region.

4. A vision for the AIA NWP Region’s future is one in which the influence and insight of the individual AIA member within the region is directly felt in the decisions that set the directions for the future of the AIA at the national level. One’s leadership capabilities and knowledge base would be maximized, one’s voice would be heard, and one’s talents effectively employed to advance the Institute and the profession of Architecture.

1.2.2 POWERS

1. ORGANIZATION CONTROL. The policies related to management, direction, control and administration of the property, affairs and business of the Region shall be made by the Region Board of Representatives (“Region Board”), which shall exercise all authority, rights and powers granted to it by these Bylaws. Additionally, certain powers and authority shall be exercised under Article 2.8 Regional Organization Operations.

2. REPRESENTATION. The region shall represent and act for the Members and the Components within the Region on Regional matters only.

3. LEVY DUES. The Region may levy and collect annual dues for its Components and Affiliated Organizations.

4. MONEY AND PROPERTY. The Region may borrow and lend money and own property of all kinds, movable or immovable, and engage in other activities which may be incidental to any of the above purposes.

5. AWARDS. The Region may make awards to individuals (including students), firms, corporations, or associations for meritorious work in their respective fields within the territory of this Region. The token of each award may be in the form of a medal, a certificate, a grant, a scholarship or otherwise as the Region shall determine.

1.2.3 DUTIES

1. ARCHITECTURAL MATTERS. It shall be the duty of the Region to consider matters relating to the profession of architecture within the territory of the Region.

2. ELECT DIRECTORS. The Region shall submit to the Institute the Region’s Director(s)-Elect for the office of Region Director(s) and membership on the Institute’s Strategic Council prior to the termination of a current Region Director’s term(s).

3. ELECT REPRESENTATIVES TO THE COLLEGE OF FELLOWS. The Region shall elect two Fellows from within the Region to serve as Representatives to the College of Fellows

4. APPOINT YOUNG ARCHITECT REGIONAL DIRECTOR AND THE REGIONAL ASSOCIATE DIRECTOR. The Region shall submit to the Institute the names of the appointed Young Architect Regional Director (YARD) and the Regional Associate Director (RAD). The region Directors will select from the pool of applicants the region YARD and RAD representatives. See article 2.4.

5. APPOINT AMERICAN INSTITUTE OF ARCHITECTURE STUDENTS (AIAS) REPRESENTATIVE. The Region Directors may at their discretion solicit nominations for a Region AIAS representative. The AIAS representative will be a non-voting member of the Region Board of Representatives (herein after referred to as the Region Board.) The Region Directors may at their discretion chose to provide funding for the AIAS representative to attend national and or regional conferences and events.

1.2.4 LIMITATIONS

1. INSTITUTE SUPPORT. The Region shall support the Institute and its activities, and shall not directly or indirectly nullify or contravene any bylaw, rule or policy of the Institute.

2. ENDORSEMENTS. The Region shall not make endorsements or recommendations directly or indirectly of a political party or of a nominee for public office or of a commercial material, service, or object.

3. RELATIONS WITH OTHER ORGANIZATIONS. The Region shall have no financial interest in the property, assets, or liabilities of any other organization in which it may hold membership, or with which it may be affiliated, unless specifically agreed to in writing by both parties, and approved by the Region Board and confirmed by vote of the Component delegates at the Region’s Annual Meeting.

4. LIMITED ACTIVITY. The Region shall not undertake any activity that is properly the function of its member components.

ARTICLE 2 - GOVERNANCE & THE EXECUTIVE

2.1 BOARD OF REPRESENTATIVES

2.1.1 PURPOSE. The purpose of the Region Board is to deliberate and act on matters before the Region Board and establish policies and procedures consistent with the

purposes of the Region, which will guide the Directors in carrying on the management of the Region’s affairs, including:

1. REGIONAL MEETINGS. Planning Regional Meetings. Planning the Annual Regional Conference, which may be held in coordination with one of the Components of the Region, held in coordination with another affiliated organization, planned and managed by the Region itself, or some combination of these three scenarios.

2. FELLOWSHIP. Promoting fellowship and communication among AIA individual members and Components with the Region, and between the Region and the Institute.

3. MANAGEMENT & FINANCIAL CONDUCT. Providing for planning, budgeting and controlling the conduct of the Region’s affairs, administratively and financially, consistent with the Region’s purpose and objectives.

4. LEADERSHIP DEVELOPMENT. Developing and electing leaders for Institute service by the appointment and review and oversight of a Leadership Development Committee to administer the Region’s Leadership Development Fund.

2.1.2 POWERS. The Region Board shall have, on behalf of the Region, all the powers and authority that may be conferred upon nonprofit organizations under provisions of law, and may engage in any legal activity which is consistent with its objectives and with these Bylaws.

2.1.3 REGION BOARD MEMBERSHIP. Membership on the Region Board shall consist of the Directors of the Region, the Region’s Young Architect Regional Director, the Regional Associate Director, two (2) representatives from each Component (the President and President-Elect, or on a meeting by meeting basis, the Component’s other duly authorized member representatives who present written credentials), and one (1) AIAS Chapter representative. The Region’s Representative to the College of Fellows shall serve as ex-officio (non-voting) members of the Board. The Region Executive (“Executive”) shall also serve on the Region Board, but shall not have a vote on matters before the Region Board.

 

2.1.4 THE CHAIR. The Senior Director shall act as Region Board Chair and shall cast a vote only as necessary to break a tie vote.

2.2 DIRECTORS

2.2.1 The Region shall elect Director(s) according to the number and term allowed the Region by the Institute.

1. The Director(s) shall be Architect Members assigned to a Component in the Region.

2. Any Director(s) elected on or after July 1, 2014 shall be representative(s) of the Region on the Institute’s Strategic Council.

3. The Directors shall serve on the Region Board within the Region.

4. The Directors shall exercise such authority and assume such responsibilities in those positions as established by these Bylaws and the Bylaws of the Institute.

2.2.2 THE SENIOR DIRECTOR

1. DEFINITION. The term “Senior Director” shall mean the Director with the least remaining term of office.

2. DUTIES. The Senior Director shall preside at the meetings of the Region Board and shall perform such other duties as may be necessary to direct the affairs of the Region. The Senior Director shall be an ex-officio member of all committees.

3. SPOKESPERSON. The Senior Director shall be the speaker for the Region in all matters of public importance.

4. AUTHORITY. The Senior Director shall sign all contracts and legal documents for and in the name of the Region. The Senior Director shall take charge of and be responsible for the financial work pertaining to the business of the Region as Treasurer of the Region.

 

5. BOOKS. As Treasurer, the Senior Director shall be responsible for the Region’s books of account.

6. DISCLOSURE. As Treasurer, the Senior Director shall have exhibited the books and any and all papers and vouchers when required by the Region Board.

7. WRITTEN STATEMENTS. As Treasurer, the Senior Director shall have submitted a written statement of receipts and disbursements to the Region Board at each of its regular meetings.

8. BILLS & INVOICES. As Treasurer, the Senior Director shall review and authorize payment of bills that are legitimately presented.

9. ANNUAL ACCOUNT. As Treasurer, the Senior Director shall have a summary of the books submitted annually to the Region Board 30 days prior to the Region Annual Meeting.

10. BUDGET. As Treasurer, the Senior Director shall have a draft of the fiscal year annual budget prepared and sent to all members of the Region Board 30 days prior to the Grassroots Board Meeting. After adoption by the Region Board, the Senior Director shall have a budget report prepared showing the expenditures to date and any variance from the budget, and have it distributed to the Region Board Members at least fifteen (15) days prior to any regular meeting of the Region Board.

11. The Senior Director will preside over the Medal of Honor Jury as well as be responsible to ensure that the region newsletter is distributed.

2.2.2 JUNIOR DIRECTOR(S)

1. DEFINITION. The term “Junior Director(s)” shall mean the Director(s) with the greater remaining term of office.

2. DUTIES. The Junior Director with the greater remaining term of office shall, in the absence of the Senior Director, preside at meetings and perform such other duties as are properly assigned by the Senior Director and shall serve as Parliamentarian at all Region meetings or designate a representative to fill the duty. The Junior Director shall also take charge of and be responsible for the clerical work pertaining to the business of the Region as Secretary of the Region.

3. SUCCESSION. The Junior Director with the least remaining term of office shall succeed to the office of Senior Director upon expiration or vacancy of the term of office of the Senior Director.

4. RECORDS. The Junior Director, acting as Secretary, shall have prepared a record (minutes) of all meetings of the Region Board and shall have the minutes distributed to the attendees no later than 30 days after the meeting.

5. ROSTER. As Secretary, the Junior Director shall have make and maintain a complete roster of Components and their members, and have it made available to components and others as may be directed by the Region Board.

6. NOTICES. As Secretary, the Junior Director shall have notices issued of all authorized meetings of the Region Board to all Components and members of the Region Board.

7. DISCLOSURE. As Secretary, the Junior Director shall cause to be exhibited any and all data, records, correspondence, documents, and any other information in the Secretary’s care or possession whenever so required by the Region Board.

2.3 REGIONAL REPRESENTATIVES TO THE COLLEGE OF FELLOWS

2.3.1 COLLEGE OF FELLOWS REPRESENTATIVES. The Regional Representatives to the AIA College of Fellows shall serve as liaisons between the AIA Fellows within the Region and the AIA College of Fellows. The Region will elect two Fellows from within the Region to serve as Representatives to the College of Fellows.

2.3.2 TERMS OF OFFICE. The individual’s term will be for three years and will parallel those of the two Directors such that their election will occur in the same year as that of a new Director following the normal election process described in these bylaws.

 

2.3.3 ELECTION. Eligible candidates must be AIA Fellows assigned to a Component within the Region. The process for the Election of the College of Fellows Representatives shall be the same as for the Region Directors.

2.3.4 VACANCIES. The process and requirements for filling vacancies in the position of College of Fellows Representative will follow the same process described for Directors in Article 4.5.

2.4 YOUNG ARCHITECT REGIONAL DIRECTOR (YARD)

2.4.1 YOUNG ARCHITECT REGIONAL DIRECTOR. The YARD works with other young architects in the Region to gather information about issues facing young architects and disseminate information about national and regional activities and resources for use on the local level.

2.4.2 TERMS OF OFFICE. The individual’s term will be for two years and will stagger with the Regional Associate Director so that there is not a vacancy of both positions in the same year. The YARD may be reappointed for up to one additional consecutive term at the discretion of the Directors.

2.4.3 APPOINTMENT. Eligible candidates must be AIA Architect Members licensed less than 10 years at the time of the appointment. The Directors will develop a nomination process for individuals to self-nominate and/or for AIA Components assigned to the Region to nominate candidates. The appointment shall be finalized in sufficient time to have the YARD position filled prior to the Annual Meeting held at the Region Conference in the year prior to the term of service commencing.

2.4.4 VACANCIES. The Senior Director will appoint a Region member to complete the remaining term of the YARD if the person cannot complete the full term of the

appointment.

2.5 REGIONAL ASSOCIATE DIRECTOR (RAD)

2.5.1 REGIONAL ASSOCIATE DIRECTOR. The RAD works with Associate members and intern architects in the Region to gather information about issues facing them and disseminate information about national and regional activities and resources for use on the local level.

2.5.2 TERMS OF OFFICE. The individual’s term will be for two years and will stagger with the YARD so that there is not a vacancy of both positions in the same year. The RAD may be reappointed for up to one additional consecutive term at the discretion of the Directors.

 

2.5.3 APPOINTMENT. Eligible candidates must be an AIA Associate members at the time of the appointment. A RAD who becomes licensed during the course of his or her term may complete the term. The Directors will develop a nomination process for individuals to self-nominate and/or for AIA Components assigned to the Region to nominate candidates. The appointment shall be finalized in sufficient time to have the RAD position filled prior to the Annual Meeting held at the Region Conference in the year prior to the term of service commencing.

2.5.4 VACANCIES. The Senior Director will appoint a Region member to complete the remaining term of the RAD if the person cannot complete the full term of the appointment.

2.6 AMERICAN INSTITUTE OF ARCHITECTURE STUDENTS REPRESENTATIVE

2.6.1 AMERICAN INSTITUTE OF ARCHITECTURE STUDENTS (AIAS) REPRESENTATIVE. The AIAS Representative works with students and educators to bring issues of concern to students before the Region Board.

2.6.2 TERMS OF OFFICE. The individual’s term will be for one year. The AIAS Representative may be reappointed for up to one additional consecutive term at the discretion of the Directors.

2.6.3 APPOINTMENT. Eligible candidates must be a student enrolled in an accredited school of architecture and a member of the American Institute of Architecture Students at a school in the Region. The Directors will develop a nomination process for individuals, educators and/or AIA Components within the Region to nominate candidates. The appointment shall be finalized in sufficient time to have the AIAS Representative position filled prior to the Annual Meeting held at the Region Conference in the year prior to the term of service commencing.

2.6.4 VACANCIES. The Senior Director will appoint another student to complete the remaining term of the AIAS Representative if he or she cannot complete the full term of the appointment.

2.6.5 FUNDING. The Region Directors will determine on a yearly basis if there is sufficient funding to allow the Region AIAS representative to attend region or national conferences and events.

2.7 REGION EXECUTIVE & OFFICES

2.7.1 EXECUTIVE DIRECTOR. The Region may hire or contract with an individual or organization to assist the Director(s) in carrying out the responsibilities and procedures connected with the business and operations of the Region. The individual selected or a person designated by the selected organization shall be the “Region Executive Director.”

2.7.2 EXECUTIVE SELECTION. The Senior Director, with concurrence of the Junior Director(s) to assist the Director(s), shall select the individual or organization to the services of the Region Executive Director.

2.7.3 EXECUTIVE DIRECTOR CONTRACT. A contract for services or employment between the Region and the Executive Director, including remuneration and duties, shall be drafted by the Senior Director, ratified by the other Director(s), and signed by the Senior Director on behalf of the Region. The Executive Director’s performance, as defined by the contract, shall be reviewed by the Senior Director with the Executive Director on an annual basis. The other Director(s) shall ratify any modifications, extensions, or termination of the contract agreed to by the Senior Director.

2.7.4 REGION OFFICES. The offices of the Region shall be located at an address determined by the Senior Director, or at the Executive Director’s offices.

2.8 REGIONAL ORGANIZATION OPERATIONS

2.8.1 EXECUTIVE COMMITTEE. There shall be an Executive Committee of the Board composed of the Senior Director who shall act as chair, the Junior Director(s), and the Region Executive Director. The YARD, the RAD, and the Region College of Fellows Representatives, if requested by the Directors, may also participate in the deliberations of the Executive Committee as ex-officio non-voting members.

1 . Meetings of the Executive Committee: A meeting of the Executive Committee shall be held as directed by the Board, or when called by the chair of the committee; or when requested in writing by any member of the committee.

2. Quorum at an Executive Committee Meeting. A quorum of two-thirds of its voting members shall be necessary to transact any business at a meeting of the Executive Committee.

3. Meeting Requirements. The Executive Committee may meet in a regular or special meeting in order to transact business. Any one or more members of the Executive Committee may participate in a meeting of the committee by conference telephone or similar equipment that allows all persons participating in the meeting to hear one another at the same time. Participation by such means shall constitute presence in person at such a meeting.

4. Actions by the Executive Committee. Every decision of the Executive Committee shall be made by not less than a majority of the voting members in attendance.

5. Powers and Duties of the Executive Committee. The Executive Committee shall have full authority, right and power to act for the Board between Board meetings on all matters except for the following:

a. Limitations of Powers of the Executive Committee. The Executive Committee may not purchase, sell, lease, or pledge any real property; form an affiliation; or fix annual dues unless the authority to do so has been delegated to it by a two-thirds vote of the Board. It shall not change the Bylaws or Governance Policies.

b. Delegations by the Executive Committee. The Executive Committee may authorize others to perform certain duties of the Executive Committee under these Bylaws and the Governance Policies. The Executive Committee may at any time take over the performance of any or all of these duties unless explicitly provided otherwise in these Bylaws. Only those to whom authority is delegated by the Executive Committee may perform duties of the Executive Committee, and each duty so performed shall be done under the general directions and instructions of the Executive Committee, which shall be responsible therefor.

2.8.2 GOVERNANCE POLICIES. To carry out the objectives of the Regional Organization, the Region Directors shall establish Governance Policies for the more routine conduct of regional business. These Governance Policies may be modified from time to time by the Regional Directors at their discretion.

ARTICLE 3 - MEETINGS & CONFERENCES

3.1 MEETINGS GENERAL PROVISIONS

3.1.1 RULES OF ORDER. Conduct of meetings will be informal, however questions or disputes pertaining to procedure shall be determined in accordance with Robert’s Rules of Order, as most recently revised.

3.1.2 NOTICES AND MINUTES. The Junior Director acting as Secretary shall have a written notice of each meeting prepared and postmarked to each Component not less than thirty (30) days before the date fixed for the meeting. Prior to any meeting of the Region Board where a proposed dues increase or assessment is to be on the agenda for final action, written notice of the meeting together with the specifics of the proposed increase and its rationale are to be prepared and delivered by mail or email to each Component not less than sixty (60) days before the date fixed for the meeting. The Junior Director, acting as Secretary, shall have minutes of these meetings recorded and approved by the body meeting at the next succeeding meeting.

3.2 REGION ANNUAL MEETINGS

3.2.1 ANNUAL MEETING. The Region shall hold an Annual Meeting, in conjunction with an annual Regional Leadership Summit, for the purpose of transacting any Region business and for election of Directors and Regional Representatives to the College of Fellows, as necessary. Choosing the place and setting the agenda for the Annual Meeting and Conference is the responsibility of the Senior Director, who shall confer with the Executive Committee and the Conference Steering Committee.

3.2.2 ATTENDANCE & VOTING AUTHORIZATION. Any AIA Architect Member or AIA Associate Member of a Component in the Region or member affiliate organizations may attend the Annual Meeting and participate in all business of the Conference, except that only duly authorized Delegates of Components and others as designated in Section 4.3.1 of these Bylaws may vote on amendment(s) to the Bylaws, elections and any other matters put to a vote at the Annual Meeting.

3.2.3 QUORUM. The presence of one (1) representative each from a majority of the Region Components holding delegate responsibility shall constitute a quorum, and all decisions shall be rendered by concurring vote of not less than the majority of the Delegate votes present, unless otherwise required by these Bylaws.

 

3.3 MEETINGS OF THE REGION BOARD

3.3.1 REGULAR MEETING. The Region Board shall hold at least three regular meetings each year:

1. Regular Meeting held in conjunction with the Institute’s Grassroots Leadership Conference.

2. Regular Meeting held in conjunction with the Institute’s Annual Convention.

3. Regular Meeting “Business Session” and the Region Annual Meeting held in conjunction with the Region’s annual Leadership Summit.

3.3.2 SPECIAL MEETINGS. A special meeting of the Region Board may be called by the Senior Director or by written petition of any five (5) individual members of the Region Board of Representatives. Such meetings may be held in person, or via remote communications coordinated by the Executive Director. Any necessary voting during meetings using remote communications will be by roll call vote, and as prescribed in Article 4.3 of these bylaws.

1. Remote Communications: The Board may meet in a regular or special meeting in order to transact business. Any one or more members of the Board may participate in a meeting of the Board by conference telephone or similar equipment that allows all persons participating in the meeting to hear one another at the same time. Participation by such means shall constitute presence in person at such a meeting.

3.3.3 QUORUM & VOTING. The presence of a Representative of each of a majority of the Components in the Region shall constitute a quorum, and all decisions shall be rendered by concurring vote of not less than the majority of the Representatives present, unless otherwise required by these Bylaws.

3.4 REGIONAL LEADERSHIP SUMMIT

3.4.1 PURPOSE. A Regional Leadership Summit shall be held each year. The purpose of the Leadership Summit shall be to provide a forum for the Region’s Annual Meeting and to advance the profession of architecture within the territory of the Region by gathering the Component members, individual AIA members, Associates, faculty and students of Schools of Architecture in the Region to hear speakers, view exhibits, present awards, partake of professional development seminars, tours and workshops, and to enjoy fellowship.

3.4.2 ROTATION. The Region Executive Committee shall endeavor to locate the Leadership Summit at various sites around the territory of the Region. The Leadership Summit may also be held outside the Region territory when opportunities arise for co-hosting with other affiliated organizations, or to visit other architecturally significant locations.

ARTICLE 4 - ELECTIONS

4.1 ELECTIONS OF DIRECTORS

4.1.1 The Senior Director shall be responsible to oversee the election of Director(s).

4.2 NOMINATING PROCEDURES

4.2.1 FORMAL NOMINATIONS. Official announcements of an office vacancy and opening of nominations for such vacancies will be initiated at the Annual Regional Conference the year prior to the vacancy occurring. Formal nominations shall be completed prior to the Region Board Regular Meeting at the time of the Institute’s Annual Convention, at which time the Senior Director will announce the slate of candidates. All nominees shall be AIA Members assigned to a Component of the Region.

4.2.2 QUALIFICATIONS OF NOMINATORS. Nominations of Directors may be made to the Senior Director by petition containing the signatures of not less than ten AIA Members of a Component in the Region, or by resolution of any Component within the Region.

4.2.3 NOMINATIONS FROM THE FLOOR. Nominations of Directors may be made from the floor at the Annual Meeting of the Region at the time of election for the vacant office.

4.2.4 NOMINEE INFORMATION SHEET. Campaign material shall be limited to the Nominee’s Information Sheet, one 8-1/2” X 11” sheet, one-sided, which shall include a photograph of the nominee. The information sheet shall be furnished with the written and endorsed nomination to the Senior Director not later than thirty (30) days prior to the Region Board Regular Meeting scheduled for the time of the Institute’s Annual Convention. After acceptance of an individual’s candidacy by the Senior Director, this information sheet may be used for distribution from the nominating Component or the Nominee prior to the Annual Regional Conference, posting on the Region’s web site, and for distribution at the Annual Regional Conference.

4.2.5 PRESENTATION BY NOMINEES. A time for a formal presentation by each nominee shall be provided at the Business Session of the Region Conference prior to election at the Region Annual Meeting.

4.3 VOTING

4.3.1 SECRET BALLOT. Voting shall be by secret ballot by the accredited delegates present at the time set for elections at the Region Conference. The vote shall be weighted for each Component in proportion to the amount and manner prescribed by the Institute for elections at the preceding National Convention.

1. The candidate receiving the majority of votes will be elected.

2. In addition to Component delegate votes, each of the following shall have one (1) at-large delegate vote:

a. Each Director of the Region.

b. Each Institute President and Past President who permanently resides in the Region.

c. Each Past Director of the Region who permanently resides in the Region.

3. If there is only one nominated candidate at the time the vote is to be conducted and there are no objections to the candidate, the Delegates may elect the candidate by acclamation.

4.3.2 SECTION. Those units denoted as Sections of Component Chapters, which are not allocated votes by the Institute, are represented by the vote allocation of the Chapter. Each Chapter shall decide if and how to assign votes to its Section(s).

4.3.3 PRESENT TO VOTE. Delegates must be present to vote.

4.3.4 PROXIES. Proxy voting is not permitted.

4.4 RUNOFF ELECTIONS

4.4.1 In the case where a majority is not reached, a runoff between the two candidates receiving the most votes for an office will determine the election.

4.5 VACANCIES

4.5.1 SUCCESSOR. If a Director fails to complete the prescribed term of office, an individual selected by the remaining Director(s) shall temporarily fill the position. The Temporary Director will have all rights and duties of an elected Director. Should all Directors resign or fail to complete their terms, the immediate past Director shall assume authority as an Interim Director until a Director(s) can be elected at a duly announced business meeting of the Region. If all Directors were to resign, election of an individual(s) to replace them on an interim basis will be by a majority vote of the Chapter representatives.

1. The Interim Director does not become a member of the AIA Institute Strategic Council by virtue of the interim position; the AIA Strategic Council position is vacant until a successor is elected in accordance with the AIA Bylaws.

2. If a current Region Director is elected or appointed to the Institute Board of Directors, then the Region Director must resign his or her position as Region Director. In that event, the vacancy will be filled as described in Section 4.5.1, and a Temporary Region Director will be selected per Section 4.5.1.

4.5.2 TERM. The term of the Interim or Temporary Director shall be limited in duration to the unexpired period of the term of the Director in whose stead the Interim or Temporary Director serves.

4.6 RECALL OF DIRECTORS

4.6.1 To remove a Director from office, the representatives of any two Components may sponsor a motion to recall at any meeting of the Board, or delegates of any two Components may sponsor a motion to recall at the Annual Meeting of the Region. The recall of a Director requires a two-thirds (2/3) majority vote of the entire membership of the Board, or a simple majority vote of the delegates at the Annual Meeting of the Region.

ARTICLE 5 – COMMITTEES, TASK GROUPS & COMMISSIONS

5.1 CREATION

Region committees, commissions and task groups may be created by the Region Board and/or the Senior Director to perform services for the Region. The Senior Director shall make appointments to the respective committees. The mission, membership, and operating procedures of the Committees, Task Groups, and Commissions shall be established within the Governance Policies.

5.2 LIMITATIONS

Committees, commissions or task groups shall not be established which duplicate committees, commissions or task groups of the Region’s Components or the Institute.

5.4 STANDING COMMITTEES

Standing committees shall include, but not be restricted to, the following:

5.4.1 FINANCE COMMITTEE. The Finance Committee is a standing committee whose purpose is to evaluate budgets and the fiscal well-being of the Region and make recommendations to the Directors regarding changes to existing fiscal programs and for the implementation of future fiscal programs safeguards that will help ensure the fiscal well-being of the Region. The Finance Committee chair shall be the Senior Director who shall not vote except in the case of a tie vote.

5.4. 2 DESIGN AWARDS COMMITTEE. The Design Awards Committee is a standing committee whose purpose is to conduct a design awards program honoring exceptional design within the Region. The Design Awards Program is held in conjunction with the Regional Conference.

5.4.3 MEDAL OF HONOR AWARD COMMITTEE. The Medal of Honor Award Committee shall be appointed by the Region Directors to act as a jury to select and recognize an individual member of the AIA Northwest and Pacific Region who has consistently demonstrated excellence in design, the practice of Architecture, Architectural education, or service to the profession, which has promoted public understanding of Architects and Architecture, and who has made notable contributions unique to this Region.

5.4.4 FIRM AWARDS. The Firm Awards Committee shall be appointed by the Region Directors to act as a jury to select and recognize firms within the Region.

1. FIRM AWARD - This award is intended to recognize outstanding contributions to the profession of architecture through excellence in design and through elevating the quality of the built environment.

2. EMERGING FIRM AWARD - This award recognizes the development, success and contributions of architectural firms that have been in practice for five years or less. It is given to firms that have shown exemplary promise, a clear vision, and defined goals in the practice of architecture. It also celebrates and encourages newly established firms that have embraced broader, modern types of practice reflecting the changing nature of the profession.

5.4.5. STUDENT AWARDS – The Student Awards Committee shall be appointed by the Region Directors. This award recognizes exceptional student work from the Region’s Schools of Architecture. The Senior Director is responsible for administering the program under the guidelines that have been established. Revision of the guidelines may be modified by the Region Directors in conjunction with the Region Schools.

5.4.6 ANNUAL REGION LEADERSHIP SUMMIT: The Region Directors shall organize an annual Region Leadership Summit to bring the elected and appointed component leaders from throughout the Region together to share experiences and knowledge related to operating their chapters and providing critical high level services to our members. The focus of the Region Annual Summit is a time to talk and listen to what is happening in our chapters around the Region, what is working, and what we can replicate in our own local chapters, and will provide direct benefits to the volunteer component leaders and their component’s executive directors.

1. As schedules allow, the Region Directors may agree to hold the Annual Regional Leadership Summit in conjunction with a local or state component’s conference or major event, to capitalize on administrative and travel expenses and to spread the location of the Summit around the Region on a somewhat regular basis.

2. The Region Directors may appoint other members from across the Region to serve on committees to assist in the planning, organization and hosting of these Leadership Summits from year to year.

5.4.7 LEADERSHIP DEVELOPMENT COMMITTEE: The Leadership Development Committee is a standing committee whose purpose is to coordinate the activities of the region as it relates to leadership training and interactions with emerging professionals, associate members, and AIAS Student Chapters and the schools of architecture in the Region. The Committee will also set the budget for and manage the Region Leadership Development Fund.

ARTICLE 6 - DUES. FEES. ASSESSMENTS AND FINANCES

6.1 FISCAL YEAR

The fiscal year of the Region shall begin on the first day of January and end the last day of December of the same year.

6.2 DUES

Each Component Member and Affiliate Member shall remit dues to the Region in the amount determined by the Region Board. Dues for Components with individual AIA Members shall be assessed based on a multiple, set by the Region Board, times the number of AIA Members officially assigned by the Institute to the Component Chapter according to the Institute’s records as of August 1 of the previous year. Dues for other Component Members, such as State Councils, and Affiliate Members of the Region shall be a lump sum as determined by the Region Board.

6.2.1 RECEIPT AND DISTRIBUTION OF DUES

1. DUES PAYABLE. Region dues shall be for the calendar year and shall be due and payable to the Region on the first day of that calendar year or as otherwise determined by the Region Board.

2. DEFAULT. Dues shall be in default if not paid by March 1. Therefore, until paid by the delinquent Component Members or Affiliate, the Component and its individual members, if any, may not participate in Region affairs. If a Component Chapter is in default of its dues, its Sections are also in default.

3. LEADERSHIP DEVELOPMENT FUND ALLOCATION. Of the dues received by the Region, a portion shall be designated by the Region Board to be paid into the Region Leadership Development Fund. The Region Board shall establish the portion each time it revises the dues.

4. METHOD OF PAYMENT OF DUES. An invoice shall be sent by the Region or by others designated by the Region of the Component Members and Affiliate Members on or about the first of each calendar year. Dues shall be payable directly to the Region, unless otherwise stipulated by the Region Board.

6.3 ASSESSMENTS

6.3.1 AUTHORITY. The Region Board, by the concurring vote of not less than two-thirds (2/3) of the total number of voting members present at a meeting, may levy an assessment on Component Members. The Amount of the assessment on each Component Member, respectively, in any fiscal year shall not exceed 100 percent of the amount of the annual dues required to be paid by each Component Member for the year. Affiliates may not be assessed. Voting shall be as designated in Section 3.3.3 of these Bylaws.

6.3.2 NOTICE OF ASSESSMENT. Notice of the intention to levy an assessment stating the amount and the reasons and necessity for the assessment, when it shall by payable, and the time within which it must be paid before a Component Member or Affiliate will be in default for nonpayment shall be mailed to every Component Member and Affiliate not less than 30 days prior to the meeting of the Region Board at which the proposed assessment is to be voted on.

6.4 ANNUAL BUDGET

At the last meeting prior to the commencement of the new fiscal year, the Region Board, by vote of not less than two-thirds of those present shall adopt a budget for the next fiscal year. The Region Board at other meetings during the year may request adjustments or revisions. To be adopted, a revised budget will require a vote of not less than two-thirds (2/3) of those present.

6.5 REVENUES & EXPENDITURE

6.5.1 DEPOSITS AND INVESTMENT ACCOUNTS. The Senior Director with concurrence of the Junior Director(s) shall deposit or cause to be deposited and maintain all funds received by the Region in depository accounts. Such depositories shall be interest bearing whenever possible. The Senior Director shall review quarterly the interest being earned, and the risks associated with each account, and make such changes in depositories, as the Senior Director deems prudent to maintain accounts, which earn the highest earnings at the lowest risk, possible.

6.5.2 EXPENDITURES. Checks for the withdrawal of Region funds shall have prior written approval by the Senior Director. The Board shall define the limits of such authority in writing.

6.5.3 EXPENSES OF INDIVIDUALS. The expenses of Directors (as otherwise not funded or reimbursed by the Institute) of the Region and others authorized by the Senior Director shall be reimbursed for an amount not to exceed actual lodging, travel, reproduction and communication expenses. The most current Reimbursement Policy of the Institute will be the guide for making these reimbursements for individual expenses.

6.5.4 LIMITATION OF AUTHORITY. No Director, Component, or other representative of the Region shall have the authority to contract any obligation of the Region or to expend any funds of the Region unless funding for the contract or commitment has been authorized at a duly called meeting of the Region Board, or unless otherwise authorized in the bylaws.

6.6 RESERVES

A balance known as a Reserve Fund, equal to not less than one-sixth (1\6) of the preceding fiscal year budget, shall be kept in an interest-bearing account or in certificates of deposit. The funds shall be used at the discretion of the Region Board only for unplanned and unbudgeted financial obligations for the Region. The fund, if depleted, shall be restored to the required balance by budgeting and paying into the fund an amount equal to one-third (l\3) of the amount of the fund shortfall each succeeding fiscal year for three years following the depletion of the reserve.

6.7 SPECIAL PROJECTS FUND

Monies held by the Region in excess of the Reserve Fund shall be placed into the Special Projects Fund. The funds shall be used at the discretion of the Region Board only for projects that further the purpose for which this organization exists, and which cannot be funded through other means. Projects may be approved by the Region Board either through the normal budgeting process, or if the Directors call for a special meeting, by a vote via conference call or email discussion and voice voting. This fund may also be used to make advance payments or deposits for the Annual Regional Conferences as required.

6.8 FUND ACCOUNTING

Funds for the Region Leadership Development Fund, the Reserve Fund, and the Special Projects Fund shall be accounted for separately from ordinary operating funds of the Region. The Senior Director shall have an annual report prepared and presented at the Annual Meeting showing the individual fund account status and balances for the current year as compared to the previous year.

6.9 FINANCIAL REVIEWS

6.9.1 The Executive Director shall prepare balanced monthly reports of deposits and expenses for review by the Senior Director and Junior Director(s). Any discrepancies shall

be highlighted and brought to the Directors’ attention in a timely manner.

6.9.2 Whenever the term of a Senior Director is about to be completed and prior to the new Senior Director taking office, the accounts, books, contracts and other financial documents of the Region shall be reviewed and reported on by a certified public accountant.

ARTICLE 7 - GENERAL PROVISIONS

7.1 INDEMNIFICATION.

Each person who serves the Region as a Director or Executive or in another authorized Representative capacity, whether remunerated or unremunerated for such services as are provided at the request on behalf of the Region and their respective heirs, executors, and personal representative shall be indemnified by the Region against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding to which they are made a party by reason of being or having been acting in the capacity of such Director, - or Executive or Representative, except in relation to matters as to which they shall be judged in such action, suit, or proceeding to be liable for negligence or misconduct in performance of duties; but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any Bylaw agreement, vote of the Region or the Region Board.

ARTICLE 8 - AMENDMENTS

8.1 AMENDMENT PROCEDURE

8.1.1 AMENDMENT PROPOSAL. The Director(s) or any Region Component may initiate amendment to these Bylaws.

8.1.2 PLACE, NOTICE & VOTING. These Bylaws may be amended at any regular meeting of the Region provided that a notice stating the purpose of each proposed amendment and the reason for it is sent to every Component not less than thirty (30) days prior to the date of the meeting at which the proposed amendment is to be considered and voted on. A Bylaws amendment shall require a two-thirds (2\3) vote of the delegates present to pass. Except as otherwise provided in this Section 8.1.2, voting shall be as designated in Section 3.3.3 of these Bylaws.

8.1.3 INSTITUTE APPROVAL. Every Bylaws amendment shall be submitted for approval to the Institute’s Secretary as to its conformity with Institute Bylaws and shall become effective only upon receipt of such written approval.

8.2 ADMINISTRATIVE CORRECTIONS.

Administrative corrections to these Bylaws, meaning corrections of conflicts and inconsistencies in wording or intent and those required for conformance to Institute Bylaws, may be made by the Region Board by a simple majority vote of those present without prior notice.

Adopted September 23 in Bozeman, Montana

Reviewed and Approved by AIA Legal Counsel